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STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549___________________________________________FORM 10-K___________________________________________ ☒Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended January 31, 2024, or☐Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934Commission file number 001-06991. ___________________________________________  WALMART INC.(Exact name of registrant as specified in its charter)___________________________________________ Delaware71-0415188(State or other jurisdiction ofincorporation or organization)(IRS Employer Identification No.)702 S.W. 8th Street72716Bentonville,AR(Address of principal executive offices)(Zip Code)Registrant's telephone number, including area code: (479) 273-4000 Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, par value $0.10 per shareWMTNew York Stock Exchange2.550% Notes due 2026WMT26New York Stock Exchange1.050% Notes due 2026WMT26ANew York Stock Exchange1.500% Notes due 2028WMT28CNew York Stock Exchange4.875% Notes due 2029WMT29BNew York Stock Exchange5.750% Notes due 2030WMT30BNew York Stock Exchange1.800% Notes due 2031WMT31ANew York Stock Exchange5.625% Notes due 2034WMT34New York Stock Exchange5.250% Notes due 2035WMT35ANew York Stock Exchange4.875% Notes due 2039WMT39New York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act: None___________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ý    No  ¨Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.       Yes  ¨    No  ýIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes  ý    No  ¨Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ý    No  ¨Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.Large Accelerated Filer ☒  Accelerated Filer ☐Non-Accelerated Filer ☐  Smaller Reporting Company ☐Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.   ¨Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ¨Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).          Yes  ☐    No  ☒As of July 31, 2023, the aggregate market value of the voting common stock of the registrant held by non-affiliates of the registrant, based on the closing sale price of those shares on the New York Stock Exchange reported on July 31, 2023, was $228,694,206,501.  For the purposes of this disclosure only, the registrant has assumed that its directors, executive officers (as defined in Rule 3b-7 under the Exchange Act) and the beneficial owners of 5% or more of the registrant's outstanding common stock are the affiliates of the registrant.The registrant had 8,058,048,674 shares of common stock outstanding as of March 13, 2024.DOCUMENTS INCORPORATED BY REFERENCEDocument  Parts Into Which IncorporatedPortions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to be held June 5, 2024 (the "Proxy Statement")  Part IIIWalmart Inc.Form 10-KFor the Fiscal Year Ended January 31, 2024Table of ContentsPagePart IItem 1Business6Item 1ARisk Factors15Item 1BUnresolved Staff Comments28Item 1CCybersecurity28Item 2 Properties30Item 3Legal Proceedings31Item 4Mine Safety Disclosures33Part IIItem 5Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities34Item 6Reserved35Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations36Item 7AQuantitative and Qualitative Disclosures About Market Risk48Item 8Financial Statements and Supplementary Data50Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure81Item 9AControls and Procedures81Item 9BOther Information81Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections81Part IIIItem 10Directors, Executive Officers and Corporate Governance82Item 11Executive Compensation82Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters82Item 13Certain Relationships and Related Transactions, and Director Independence82Item 14Principal Accounting Fees and Services82Part IVItem 15Exhibits, Financial Statement Schedules83Item 16Form 10-K Summary85Signatures86WALMART INC.ANNUAL REPORT ON FORM 10-KFOR THE FISCAL YEAR ENDED JANUARY 31, 2024 All references in this Annual Report on Form 10-K, the information incorporated into this Annual Report on Form 10-K by reference to information in the Proxy Statement of Walmart Inc. for its Annual Shareholders' Meeting to be held on June 5, 2024 and in the exhibits to this Annual Report on Form 10-K to "Walmart Inc.," "Walmart," "the Company," "our Company," "we," "us" and "our" are to the Delaware corporation named "Walmart Inc." and, except where expressly noted otherwise or the context otherwise requires, that corporation's consolidated subsidiaries.On February 23, 2024, the Company effected a 3-for-1 forward split of its common stock and a proportionate increase in the number of authorized shares. All share and per share information, including share based compensation, throughout this Annual Report on Form 10-K has been retroactively adjusted to reflect the stock split.PART ICautionary Statement Regarding Forward-Looking StatementsThis Annual Report on Form 10-K and other reports, statements and information that Walmart Inc. (which individually or together with its subsidiaries, as the context otherwise requires, is referred to as "we," "Walmart" or the "Company") has filed with or furnished to the Securities and Exchange Commission ("SEC") or may file with or furnish to the SEC in the future, and prior or future public announcements and presentations that we or our management have made or may make, include or may include, or incorporate or may incorporate by reference, statements that may be deemed to be "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Exchange Act as well as protections afforded by other federal securities laws.Nature of Forward-Looking StatementsSuch forward-looking statements are not statements of historical facts, but instead express our estimates or expectations for our consolidated, or one of our segment's, economic performance or results of operations for future periods or as of future dates or events or developments that may occur in the future or discuss our plans, objectives or goals.  These forward-looking statements may relate to:•macroeconomic, geopolitical, and business conditions, trends and events around the world and in the markets in which we operate, including inflation or deflation, generally, and in certain product categories, the impact of supply chain challenges, and recessionary pressures;•the growth of our business or change in our competitive position in the future, or in or over particular periods, both generally, and with respect to particular markets, segments or lines of business, including, but not limited to, advertising, fulfillment, healthcare and financial services;•the amount, number, growth, increase, reduction or decrease in or over certain periods, of or in certain financial items or measures or operating measures, including our earnings per share, net sales, growth rates, comparable store and club sales, our eCommerce sales, liabilities, expenses of certain categories, expense leverage, operating income, returns, capital and operating investments or expenditures of particular types and new store and club openings, inventory levels and associated costs, product mix and demand for certain merchandise, consumer confidence, disposable income, credit availability, spending levels, shopping patterns and debt levels;•our increasing investments in eCommerce, technology, automation, supply chain, new stores and clubs as well as remodels and other omni-channel customer initiatives, such as same day pickup and delivery;•investments and capital expenditures we will make and how certain of those investments and capital expenditures are expected to be financed;•our workforce strategy, including the availability of necessary personnel to staff our stores, clubs and other facilities and the potential impact of changes to the costs of labor;•volatility in currency exchange rates affecting our consolidated, or one or more of our segments' results of operations;•the Company continuing to provide returns to shareholders through share repurchases and dividends, the use of share repurchase authorization over a certain period or the source of funding of a certain portion of our share repurchases;•our sources of liquidity, including our cash, continuing to be adequate or sufficient to fund our operations, finance our global investment and expansion activities, pay dividends and fund share repurchases;•cash flows from operations, our current cash position and access to capital markets or credit will continue to be sufficient to meet our anticipated operating cash needs; •the reclassification of amounts related to our derivatives;•our effective tax rate for certain periods and the realization of certain net deferred tax assets and the effects of resolutions of tax-related matters;4•the adoption or creation of new, and modification of existing, governmental policies, programs, initiatives and actions in the markets in which we operate and elsewhere and actions with respect to such policies, programs and initiatives (including, but not limited to, changes in the enforcement priorities of regulatory authorities);•the effect of adverse decisions in, or settlement of, litigation or other proceedings or investigations to which we are subject; •the effect on our results of operations or financial position of our adoption of certain new, or amendments to existing, accounting standards; or•our commitments, intentions, plans or goals related to environmental, social, and governance ("ESG") priorities, including, but not limited to, the sustainability of our environment and supply chains, the promotion of economic opportunity or other societal initiatives.Our forward-looking statements may also include statements of our strategies, plans and objectives for our operations, including areas of future focus in our operations, and the assumptions underlying any of the forward-looking statements we make.  The forward-looking statements we make can typically be identified by the use therein of words and phrases such as "aim," "anticipate," "believe," "continue," "could be," "could increase," "could occur," "could result," "estimate," "expansion," "expect," "expectation," "expected to be," "focus," "forecast," "goal," "grow," "guidance," "intend," "invest," "is expected," "may continue," "may fluctuate," "may grow," "may impact," "may result," "objective," "plan," "priority," "project," "should," "strategy," "to be," "we'll," "we will," "will add," "will allow," "will be," "will benefit," "will change," "will come in at," "will continue," "will decrease," "will grow," "will have," "will impact," "will include," "will increase," "will open," "will remain," "will result," "will stay," "will strengthen," "would be," "would decrease" and "would increase," variations of such words or phrases, other phrases commencing with the word "will" or similar words and phrases denoting anticipated or expected occurrences or results. The forward-looking statements that we make or that are made by others on our behalf are based on our knowledge of our business and our operating environment and assumptions that we believe to be or will believe to be reasonable when such forward-looking statements were or are made.  As a consequence of the factors described above, the other risks, uncertainties and factors we disclose below and in the other reports as mentioned above, other risks not known to us at this time, changes in facts, assumptions not being realized or other circumstances, our actual results may differ materially from those discussed in or implied or contemplated by our forward-looking statements.  Consequently, this cautionary statement qualifies all forward-looking statements we make or that are made on our behalf, including those made herein and incorporated by reference herein.  We cannot assure you that the results or developments expected or anticipated by us will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business, our operations or our operating results in the manner or to the extent we expect.  We caution readers not to place undue reliance on such forward-looking statements, which speak only as of their dates.  We undertake no obligation to revise or update any of the forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.5ITEM 1.BUSINESSGeneralWalmart Inc. ("Walmart," the "Company" or "we") is a people-led, technology-powered omni-channel retailer dedicated to helping people around the world save money and live better – anytime and anywhere – by providing the opportunity to shop in both retail stores and through eCommerce, and to access our other service offerings.  Through innovation, we strive to continuously improve a customer-centric experience that seamlessly integrates our eCommerce and retail stores in an omni-channel offering that saves time for our customers.  Each week, we serve approximately 255 million customers who visit more than 10,500 stores and numerous eCommerce websites in 19 countries.Our strategy is to make every day easier for busy families, operate with discipline, sharpen our culture and become more digital, and make trust a competitive advantage.  Making life easier for busy families includes our commitment to price leadership, which has been and will remain a cornerstone of our business, as well as increasing convenience to save our customers time.  By leading on price, we earn the trust of our customers every day by providing a broad assortment of quality merchandise and services at everyday low prices ("EDLP").  EDLP is our pricing philosophy under which we price items at a low price every day so our customers trust that our prices will not change under frequent promotional activity.  Everyday low cost ("EDLC") is our commitment to control expenses so our cost savings can be passed along to our customers.Our operations comprise three reportable segments: Walmart U.S., Walmart International and Sam's Club.  Our fiscal year ends on January 31 for our United States ("U.S.") and Canadian operations.  We consolidate all other operations generally using a one-month lag and on a calendar year basis.  Our discussion is as of, and for the fiscal years ended, January 31, 2024 ("fiscal 2024"), January 31, 2023 ("fiscal 2023") and January 31, 2022 ("fiscal 2022").  During fiscal 2024, we generated total revenues of $648.1 billion, which was comprised primarily of net sales of $642.6 billion.We maintain our principal offices in Bentonville, Arkansas.  Our common stock trades on the New York Stock Exchange under the symbol "WMT."The Development of Our CompanyThe businesses conducted by our founders began in 1945 when Sam M. Walton opened a franchise Ben Franklin variety store in Newport, Arkansas.  In 1946, his brother, James L. Walton, opened a similar store in Versailles, Missouri.  Until 1962, our founders' business was devoted entirely to the operation of variety stores, at which time we began to open discount stores. We completed our initial public offering in 1970.  In 1983, we opened our first Sam's Club, and in 1988, we opened our first supercenter.  In 1998, we opened our first Walmart Neighborhood Market.  In 1991, we began our first international initiative when we entered into a joint venture in Mexico and, as of January 31, 2024, our Walmart International segment conducted business in 18 countries.In 2000, we began our first eCommerce initiative by creating both walmart.com and samsclub.com.  Since then, our eCommerce presence has continued to grow.  In 2007, leveraging our physical stores, walmart.com launched its Site-to-Store service, enabling customers to make a purchase online and pick up merchandise in stores.  To date, we now have over 8,000 pickup and over 7,800 delivery locations globally.  In recent years, we expanded our eCommerce and digital presence through acquisitions with our majority stakes in Flipkart and PhonePe in India.  We continue to heavily invest in omni-channel and eCommerce innovation, which enables us to leverage technology, talent and expertise, and expand our assortment and service offerings.We are enhancing our omni-channel capabilities through a combination of stores, eCommerce websites and service offerings, as well as our supply chain, combined with approximately 2.1 million associates as of January 31, 2024, to better serve our customers.  Together, these elements produce a global retail ecosystem that we believe allows customers to view Walmart as their primary retail destination.  In the U.S., our Walmart+ membership incorporates several service offerings which provide enhanced omni-channel shopping experiences and benefits for members.  As we execute on our strategy globally, our business is expanding through offerings such as advertising, marketplace and fulfillment services, healthcare and financial services.  These offerings represent mutually reinforcing pieces of our omni-channel model centered on our customers around the world who are increasingly seeking convenience.6Information About Our SegmentsWe are engaged in global operations of retail, wholesale and other units, as well as eCommerce, located throughout the U.S., Africa, Canada, Central America, Chile, China, India and Mexico.  We also previously operated in the United Kingdom and Japan prior to the sale of those operations in the first quarter of fiscal 2022.  Refer to Note 12 to our Consolidated Financial Statements for information on these divestitures.  Our operations are conducted in three reportable segments: Walmart U.S., Walmart International and Sam's Club, which are further described below.  Each segment contributes to the Company's operating results differently.  However, each has generally maintained a consistent contribution rate to the Company's net sales in recent years other than minor changes to the contribution rate for the Walmart International segment due to the exit of certain markets and fluctuations in currency exchange rates.  Additional information on our operating segments and geographic information is contained in Note 13 to our Consolidated Financial Statements. Walmart U.S. SegmentWalmart U.S. is our largest segment and operates in the U.S., including in all 50 states, Washington D.C. and Puerto Rico. Walmart U.S. is a mass merchandiser of consumer products, operating under the "Walmart" and "Walmart Neighborhood Market" brands, including walmart.com.  Walmart U.S. had net sales of $441.8 billion for fiscal 2024, representing 69% of our fiscal 2024 consolidated net sales, and had net sales of $420.6 billion and $393.2 billion for fiscal 2023 and 2022, respectively.  Of our three segments, Walmart U.S. has historically had the highest gross profit as a percentage of net sales ("gross profit rate").  In addition, Walmart U.S. has historically contributed the greatest amount to the Company's net sales and operating income. Omni-channel. Walmart U.S. provides an omni-channel experience to customers, integrating retail stores and eCommerce, through services such as pickup and delivery, in-home delivery, ship-from-store and digital pharmacy fulfillment options.  As of January 31, 2024, the vast majority of our stores have pickup locations and more than 4,300 locations offer same-day delivery.  Our Walmart+ membership offering provides enhanced omni-channel shopping benefits including unlimited free shipping on eligible items with no order minimum, unlimited delivery from store, fuel discounts, mobile Scan & Go and access to additional member benefits.  We define eCommerce sales as sales initiated by customers digitally and fulfilled by a number of methods including our dedicated eCommerce fulfillment centers and leveraging our stores, as well as certain other business offerings that are part of our ecosystem, such as our Walmart Connect advertising business.  The following table provides the approximate size of our retail stores as of January 31, 2024:Minimum Square FeetMaximum Square FeetAverage Square FeetSupercenters (general merchandise and grocery)69,000 260,000 178,000 Discount stores (general merchandise and limited grocery)30,000 206,000 105,000 Neighborhood markets(1) (grocery)28,000 65,000 42,000 (1)     Excludes other small formats.Merchandise. Walmart U.S. does business primarily in three strategic merchandise units, listed below:•Grocery consists of a full line of grocery items, including dry grocery, snacks, dairy, meat, produce, deli & bakery, frozen foods, alcoholic and nonalcoholic beverages, as well as consumables such as health and beauty aids, pet supplies, household chemicals, paper goods and baby products;•General merchandise includes:◦Entertainment (e.g., electronics, toys, seasonal merchandise, wireless, video games, movies, music and books);◦Hardlines (e.g., automotive, hardware and paint, sporting goods, outdoor living and stationery);◦Fashion (e.g., apparel for adults and children, as well as shoes, jewelry and accessories); and◦Home (e.g., housewares and small appliances, bed & bath, furniture and home organization, home furnishings, home decor, fabrics and crafts).•Health and wellness includes pharmacy, over-the-counter drugs and other medical products, optical services and other clinical services.Other categories in the Walmart U.S. business include fuel and various service offerings such as in-house advertising via Walmart Connect, supply chain and fulfillment capabilities to online marketplace sellers via Walmart Fulfillment Services, initiatives such as business-to-business last mile delivery services via Walmart GoLocal, and a suite of data products for merchants and suppliers via Walmart Luminate. Additional service offerings include financial services and related products (including through our digital channels, stores and our fintech venture, ONE), such as money orders, prepaid access, money transfers, check cashing, bill payment and certain types of installment lending.  Brand name merchandise represents a significant portion of the merchandise sold in Walmart U.S.  We also market lines of merchandise under our private brands, including brands such as: "Allswell," "Athletic Works," "Equate," "Free Assembly," 7"Freshness Guaranteed," "George," "Great Value," "Holiday Time," "Hyper Tough," "Mainstays," "Marketside," "No Boundaries," "onn.," "Ozark Trail," "Parent's Choice," "Sam's Choice," "Scoop," "Spring Valley," "Time and Tru," "Way to Celebrate" and "Wonder Nation."  The Company also markets lines of merchandise under licensed brands, some of which include: "Avia," "Better Homes & Gardens," "Love & Sports," "Sofia Jeans by Sofia Vergara," and "The Pioneer Woman."Periodically, revisions are made to the categorization of the components comprising our strategic merchandise units.  When revisions are made, the previous periods' presentation is adjusted to maintain comparability.Operations.  Walmart U.S. is available to customers through supercenters, discount stores and neighborhood markets, as well as online or through the mobile application 24 hours a day.  Consistent with its strategy, Walmart U.S. continues to develop technology tools and services to better serve customers and help stores operate more efficiently, such as pickup and delivery, Walmart+, ship-from-store and other initiatives which provide convenient and seamless omni-channel shopping experiences. Seasonal Aspects of Operations. Walmart U.S.'s business is seasonal to a certain extent due to calendar events and national and religious holidays, as well as different weather patterns.  Historically, its highest sales volume has occurred in the fiscal quarter ending January 31.  Competition. Walmart U.S. competes with brick and mortar, eCommerce and omni-channel retailers operating discount, department, retail and wholesale grocers, drug, dollar, variety and specialty stores, supermarkets, hypermarkets and supercenter-type stores, social commerce platforms, as well as companies that offer services in digital advertising, fulfillment and delivery services, health and wellness and financial services. Each of these landscapes is highly competitive and rapidly evolving, and new business models and the entry of new, well-funded competitors continue to intensify this competition.  Some of our competitors have longer histories in these lines of business, more customers and greater brand recognition.  They may be able to obtain more favorable terms from suppliers and business partners and to devote greater resources to the development of these businesses.  In addition, for eCommerce and other internet-based businesses, newer or smaller businesses may be better able to innovate and compete with us.Our ability to develop and operate units at the right locations and to deliver a customer-centric omni-channel experience largely determines our competitive position within the retail industry.  We compete in a variety of ways, including the prices at which we sell our merchandise, merchandise and selection availability, services offered to customers, the quality of the products and services we offer, location, store hours, in-store amenities, the shopping convenience and overall shopping experience we offer, the attractiveness and ease of use of our digital platforms, cost and speed of and options for delivery to customers of merchandise purchased through our digital platforms or through our omni-channel integration of our physical and digital operations.  We employ many strategies and programs designed to meet competitive pressures within our industry.  These strategies include the following:•EDLP: our pricing philosophy under which we price items at everyday low prices so our customers trust that our prices will not change under frequent promotional activity;•EDLC: everyday low cost is our commitment to control expenses so our cost savings can be passed along to our customers;•Omni-channel offerings such as pickup and delivery and our Walmart+ membership offering, all of which enhance convenience and seek to serve customers in the ways they want to be served; and •Expanding our ecosystem and the products and services we offer in areas such as digital advertising, fulfillment services, health and wellness, and financial services to provide our customers a broader set of offerings to meet expanding needs.Distribution. We continue to invest in supply chain automation and utilize a total of 162 distribution facilities which are located strategically throughout the U.S.  For fiscal 2024, the majority of Walmart U.S.'s purchases of store merchandise were shipped through these facilities, while most of the remaining store merchandise we purchased was shipped directly from suppliers.  General merchandise and dry grocery merchandise is transported primarily through the segment's private truck fleet; however, we contract with common carriers to transport the majority of our perishable grocery merchandise.  We ship merchandise purchased by customers on our eCommerce platforms by a number of methods from multiple locations including from our 30 dedicated eCommerce fulfillment centers, as well as leveraging our ability to ship or deliver directly from more than 4,300 stores, some of which include market fulfillment centers, which are positioned inside or attached to our stores to fill online orders more efficiently.8Walmart International SegmentWalmart International is our second largest segment and operates in 18 countries outside of the U.S.  Walmart International operates through our wholly-owned subsidiaries in Canada, Chile, China, and Africa (which includes Botswana, Lesotho, Malawi, Mozambique, Namibia, South Africa, Eswatini, and Zambia), and our majority-owned subsidiaries in India, as well as Mexico and Central America (which includes Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua). Walmart International previously operated in the United Kingdom and Japan prior to the sale of those operations in the first quarter of fiscal 2022.  Refer to Note 12 to our Consolidated Financial Statements for discussion of recent divestitures.Walmart International includes numerous formats divided into two major categories: retail and wholesale.  These categories consist of many formats, including: supercenters, supermarkets, hypermarkets, warehouse clubs (including Sam's Clubs) and cash & carry, as well as eCommerce through websites and mobile applications, including walmart.com.mx, walmart.ca, flipkart.com, PhonePe and other sites.  Walmart International had net sales of $114.6 billion for fiscal 2024, representing 18% of our fiscal 2024 consolidated net sales, and had net sales of $101.0 billion for both fiscal 2023 and 2022.  The gross profit rate is slightly lower than that of Walmart U.S. primarily because of its format and channel mix. Walmart International's strategy is to create strong local businesses powered by Walmart, which means being locally relevant and customer-focused in each of the markets it operates.  We are being deliberate about where and how we choose to operate and continue to re-shape the portfolio to best enable long-term, sustainable and profitable growth.  As such, we have taken certain strategic actions to strengthen our Walmart International portfolio for the long-term, which include the following highlights over the last three years: •Divested of Asda Group Limited ("Asda"), our retail operations in the U.K., in February 2021. •Divested of a majority stake in Seiyu, our retail operations in Japan, in March 2021.•Bought out the noncontrolling interest shareholders of our Massmart subsidiary in November 2022 and exited operations in certain countries in Africa.•Increased our ownership in PhonePe, our digital payments platform in India, as part of the separation from Flipkart in December 2022.Omni-channel. Walmart International provides an omni-channel experience to customers, integrating retail stores and eCommerce, such as through pickup and delivery services in most of our markets and our marketplaces such as Flipkart in India.  Our financial services offerings continue to grow with our digital payment platform at PhonePe in India.  We continue to expand our marketplace offerings, which also unlock fulfillment and advertising services.Generally, retail units' selling areas range in size from 1,400 square feet to 186,000 square feet.  Our wholesale stores' selling areas generally range in size from 25,000 square feet to 158,000 square feet.  As of January 31, 2024, Walmart International had over 2,800 pickup and over 2,900 delivery locations.Merchandise. The merchandising strategy for Walmart International is similar to that of our operations in the U.S. in terms of the breadth and scope of merchandise offered for sale.  While brand name merchandise accounts for a majority of our sales, we have both leveraged U.S. private brands and developed market specific private brands to serve our customers with high quality, low priced items.  Along with the private brands we market globally, such as "Equate," "George," "Great Value," "Holiday Time," "Mainstays," "Marketside" and "Parent's Choice," our international markets have developed market specific brands including "Aurrera" and "Lider."  In addition, we have developed and continue to grow our relationships with regional and local suppliers in each market to ensure reliable sources of quality merchandise that is equal to national brands at low prices.Consistent with its strategy, Walmart International continues to build mutually reinforcing businesses in areas such as advertising, marketplace and fulfillment services, healthcare and financial services.  Our businesses in Mexico and Canada, for example, offer prepaid cards and money transfers, and our PhonePe business in India continues to grow, providing a platform that offers mobile and bill payment, person-to-person (P2P) payment, investment and insurance solutions, financial services and advertising.  In Mexico, we also offer a value-based internet and telephone service allowing customers to enjoy digital connectivity.  Combined, these offerings did not represent a significant portion of annual segment revenues.Operations. The hours of operation for operating units in Walmart International vary by country and by individual markets within countries, depending upon local and national ordinances governing hours of operation. Customers can also access online and mobile applications 24 hours a day. Consistent with its strategy, Walmart International continues to develop technology tools and services to better serve customers and help its various formats operate more efficiently, as well as to provide convenient and seamless omni-channel shopping experiences. Seasonal Aspects of Operations. Walmart International's business is seasonal to a certain extent.  Historically, its highest sales volume has occurred in the fourth quarter of our fiscal year.  The seasonality of the business varies by country due to different national and religious holidays, festivals and customs, as well as different weather patterns.9Competition. Walmart International competes with brick and mortar, eCommerce and omni-channel retailers who operate department, drug, discount, variety and specialty stores, supermarkets, hypermarkets and supercenter-type stores, wholesale clubs, home-improvement stores, specialty electronics stores, cash & carry operations and convenience stores, and direct to consumer offerings, as well as companies that offer services in digital advertising, fulfillment services, health and wellness and financial services.  Our ability to develop and operate units at the right locations and to deliver a customer-centric omni-channel experience largely determines our competitive position within the retail industry.  We believe price leadership is a critical part of our business model and we continue to progress our markets towards an EDLP approach.  Additionally, our ability to operate food departments effectively has a significant impact on our competitive position in many of the markets where we operate.  Each of these landscapes is highly competitive and rapidly evolving, and new business models and the entry of new or well-funded competitors continue to intensify this competition.  Some of our competitors have longer histories in these lines of business, more customers and greater brand recognition and therefore they may be able to obtain more favorable terms from suppliers and business partners and to devote greater resources to the development of these businesses.  In addition, for eCommerce and other internet-based businesses, newer or smaller businesses may be better able to innovate and compete with us.Distribution. We utilize a total of 176 distribution facilities located in Canada, Central America, Chile, China, India, Mexico and Africa. Through these facilities, we process and distribute both imported and domestic products to the operating units of the Walmart International segment.  During fiscal 2024, the majority of Walmart International's purchases passed through these distribution facilities.  Suppliers ship the remainder of Walmart International's purchases directly to our stores in the various markets in which we operate.  Across the segment, we have efficient networks connecting physical stores and distribution and fulfillment centers, which facilitate the movement of goods to where our customers live.  We ship merchandise purchased by customers on our eCommerce platforms by a number of methods from multiple locations, such as in India where we utilize a combination of more than 3,500 eCommerce fulfillment centers, sort centers and last-mile delivery facilities, as well as our physical retail stores.Sam's Club SegmentSam's Club operates in 44 states in the U.S. and in Puerto Rico. Sam's Club is a membership-only warehouse club that also operates samsclub.com.  Sam's Club had net sales of $86.2 billion for fiscal 2024, representing 13% of our consolidated fiscal 2024 net sales, and had net sales of $84.3 billion and $73.6 billion for fiscal 2023 and 2022, respectively.  As a membership-only warehouse club, membership income is a significant component of the segment's operating income.  Sam's Club operates with a lower gross profit rate and lower operating expenses as a percentage of net sales than our other segments.Membership. The following two options are available to members:Plus MembershipClub MembershipAnnual Membership Fee$110$50Number of Add-on Memberships ($45 each)Up to 16Up to 8All memberships include a spouse/household card at no additional cost. Plus Members are also eligible for free curbside pickup and free shipping on the majority of merchandise, with no minimum order size, and receive discounts on prescriptions and glasses.  Beginning in fiscal 2023, Sam's Club launched a single loyalty rewards currency called Sam's Cash which merges and replaces existing Cash Rewards for Plus members and Cash Back for Sam's Club Mastercard holders.  Members may redeem Sam's Cash on purchases in the club and online, to pay for membership fees or for cash in clubs.  Sam's Cash does not expire and is available for monthly redemption.  Omni-channel. Sam's Club provides an omni-channel experience to members, integrating warehouse clubs and eCommerce through such services as Curbside Pickup, mobile Scan & Go, ship-from-club, and delivery-from-club.  Members have access to a broad assortment of merchandise and services, including those not found in our clubs, online at samsclub.com and through our mobile commerce applications.  The warehouse facility sizes generally range between 32,000 and 168,000 square feet, with an average size of approximately 134,000 square feet.  Merchandise. Sam's Club offers merchandise in the following five merchandise categories:•Grocery and consumables includes dairy, meat, bakery, deli, produce, dry, chilled or frozen packaged foods, alcoholic and nonalcoholic beverages, floral, snack foods, candy, other grocery items, health and beauty aids, paper goods, laundry and home care, baby care, pet supplies and other consumable items;•Fuel, tobacco and other categories;•Home and apparel includes home improvement, outdoor living, gardening, furniture, apparel, jewelry, tools and power equipment, housewares, toys, seasonal items, mattresses and tire and battery centers;•Health and wellness includes pharmacy, optical and hearing services and over-the-counter drugs; and10•Technology, office and entertainment includes consumer electronics and accessories, software, video games, office supplies, appliances and third-party gift cards.Within the categories above, the Member's Mark private label brand continues to expand its assortment and deliver member value.Operations. Sam's Club is available to members through warehouse club locations, as well as online or through the mobile application 24 hours a day.  Club locations offer Plus Members the ability to shop before regular operating hours.  Consistent with its strategy, Sam's Club continues to develop technology tools to drive a great member experience.  Curbside Pickup is available at clubs to help provide fast, easy and contact-free shopping for members.  Sam's Club also offers Scan & Go, a mobile checkout and payment solution, which allows members to bypass the checkout line.Seasonal Aspects of Operations. Sam's Club's business is seasonal to a certain extent due to calendar events and national and religious holidays, as well as different weather patterns.  Historically, its highest sales volume has occurred in the fiscal quarter ending January 31. Competition. Sam's Club competes with other membership-only warehouse clubs, the largest of which is Costco, as well as with discount retailers, retail and wholesale grocers, general merchandise wholesalers and distributors, gasoline stations as well as omni-channel and eCommerce retailers and catalog businesses.  At Sam's Club, we provide value at members-only prices, a quality merchandise assortment, and bulk sizing to serve both our Plus and Club members.  Our eCommerce website and mobile commerce applications have increasingly become important factors in our ability to compete.Distribution. We utilize 30 dedicated distribution facilities located strategically throughout the U.S., as well as some of the Walmart U.S. segment's distribution facilities which service the Sam's Club segment for certain items.  During fiscal 2024, the majority of Sam's Club's non-fuel club purchases were shipped from these facilities, while the remainder of our purchases were shipped directly to Sam's Club locations by suppliers.  Sam's Club ships merchandise purchased on samsclub.com and through its mobile commerce applications by a number of methods including shipments made directly from clubs, 15 dedicated eCommerce fulfillment centers and other distribution centers.  Sam's Club uses a combination of our private truck fleet, as well as common carriers, to transport perishable and non-perishable merchandise from distribution facilities to clubs.Intellectual PropertyWe regard our trademarks, service marks, copyrights, patents, domain names, trade dress, trade secrets, proprietary technologies and similar intellectual property as important to our success, and with respect to our associates, customers and others, we rely on trademark, copyright, and patent laws, trade-secret protection, and confidentiality and/or license agreements to protect our proprietary rights.  We have registered, or applied for the registration of, a number of U.S. and international domain names, trademarks, service marks and copyrights.  Additionally, we have filed U.S. and international patent applications covering certain of our proprietary technology.  We have licensed in the past, and expect that we may license in the future, certain of our proprietary rights to third parties.Suppliers and Supply ChainAs a retailer and warehouse club operator, we utilize a global supply chain that includes both U.S. and international suppliers from whom we purchase the merchandise that we sell in our stores, clubs and online.  In many instances, we purchase merchandise from producers located near the stores and clubs in which such merchandise will be sold, particularly products in the "fresh" category.  Consistent with applicable laws, we offer our suppliers the opportunity to efficiently sell significant quantities of their products to us. These relationships enable us to obtain pricing that reflects the volume, certainty and cost-effectiveness these arrangements provide to such suppliers, which in turn enables us to provide low prices to our customers.  Our suppliers are subject to standards of conduct, including requirements that they comply with local labor laws, local worker safety laws and other applicable laws.  Our ability to acquire from our suppliers the assortment and volume of products we wish to offer to our customers, to receive those products within the required time through our supply chain and to distribute those products to our stores and clubs, determines, along with other supply chain logistics matters (such as containers or port access for example), in part, our in-stock levels in our stores and clubs and the attractiveness of our merchandise assortment we offer to our customers and members.Government RegulationAs a company with global operations, we are subject to the laws of the United States and multiple foreign jurisdictions in which we operate and the rules and regulations of various governing bodies, which may differ among jurisdictions.  For additional information, see the risk factors herein in "Item 1A. Risk Factors" under the sub-caption "Legal, Tax, Regulatory, Compliance, Reputational and Other Risks."11Environmental, Social and Governance ("ESG") PrioritiesOur ESG strategy is centered on the concept of creating shared value: we believe we maximize long-term value and create competitive advantage for the Company by serving our stakeholders, including our customers, associates, shareholders, suppliers, business partners and communities. We believe that addressing such societal needs builds the value of our business, including by enhancing customer and associate trust, creating new business opportunities, managing cost and risk, building capabilities for future advantage and strengthening the underlying systems on which Walmart and our stakeholders rely. We prioritize the ESG issues that offer the greatest potential for Walmart to create shared value: issues that rank high in relevance to our business and stakeholders and which Walmart is positioned to make a positive impact. Our current ESG priorities are categorized into four broad themes: opportunity, sustainability, community and ethics and integrity.•Opportunity.  Retail can be a powerful engine for inclusive economic opportunity. We aim to advance belonging, diversity, equity and inclusion, and create opportunity for Walmart associates (as further described in the Human Capital Management section below), our suppliers and workers in supply chains, and the communities in which we operate. Doing so helps us fulfill our customer mission, strengthens our business and helps people build a better life for themselves and their families.•Sustainability. Walmart's sustainability efforts focus on our ability to create and preserve long-term value for both people and planet. With respect to people, our sustainability efforts include sourcing responsibly, helping prevent forced labor, empowering women, creating inclusive economic opportunity and selling safer, healthier products. With respect to the planet, our efforts aim to enhance the sustainability of product supply chains by reducing emissions, protecting and restoring nature and reducing waste. To help address the effects of climate change, Walmart has set science-based targets for emissions reduction, including our goal to achieve zero emissions in our operations by 2040—without offsets—and to reduce, avoid or sequester one billion metric tons of emissions in our value chain by 2030 under our Project Gigaton initiative. •Community. Walmart aims to serve and strengthen communities by operating our business in a way that meets the needs of our customer and community stakeholder groups, including by providing safer, healthier and more affordable food and other products, disaster support, associate volunteerism, local grant programs and community cohesion initiatives.•Ethics and Integrity. At every level of our Company, we work to create a culture that inspires trust among our associates, with our customers and in the communities we serve. We periodically publish information on our ESG priorities, strategies and progress on our corporate website and may update those disclosures from time to time. Nothing on our website, including our ESG reporting, documents or sections thereof, shall be deemed incorporated by reference into this Annual Report on Form 10-K or incorporated by reference into any of our other filings with the SEC.Human Capital ManagementOur associates – powered by technology – play a critical role in delivering on our purpose to help people save money and live better.  Our business is focused on serving people and this is delivered by our approximately 2.1 million associates around the world with approximately 1.6 million associates in the U.S. and approximately 0.5 million associates internationally.  In the U.S., approximately 92% of our associates are hourly and approximately 69% of our associates are full-time. We believe our people make the difference, and we are focused on investing in the growth and well-being of our associates, investing in digital experiences to improve their quality of work and creating a culture of belonging.  An important part of our focus is to provide opportunities for associates to grow and learn.  For some, we are a foundational entry point to develop critical skills that are relevant for a variety of careers.  We are focused on developing, rewarding and retaining associates in an ever-changing environment.  Our people ultimately make Walmart a better place to work and a better place to shop. Our workforce strategy includes the following strategic priorities: belonging, well-being, growth and digital.Belonging - Focus on creating a workplace where all associates feel seen, supported and connected through a culture of belonging.  We publish our diversity representation twice yearly and hold ourselves accountable to providing recurring belonging, diversity, equity and inclusion updates to senior leadership – including our President and CEO – and members of the Board of Directors.  Of the approximately 2.1 million associates employed worldwide, 52% identify as women.  In the U.S., 51% of the approximately 1.6 million associates identify as people of color.Our Belonging programs aim to create equitable opportunities for everyone, regardless of background, so that every eligible and qualified individual can thrive and perform. We regularly review our processes around fair-pay practices and are committed to creating a performance culture where associates are rewarded based on meaningful factors such as qualifications, experience, performance and the work they do.  12To build a company where associates feel seen, supported and connected, we gather and respond to associate feedback in a variety of ways, including in-person dialogue; real-time digital insights such as pulse surveys; formal surveys like our associate engagement survey; and always-on confidential channels, including our Open Door process and ethics channels.  Well-being - Prioritize the emotional, physical and financial well-being of associates.  We invest in our associates by offering competitive wages, as well as a broad range of benefits to meet the diverse needs of our global associate population and their eligible dependents.  In the U.S., this includes company-paid benefits such as 401(k) match, family building support, maternity leave, fertility benefits, a paid parental leave program to all full-time associates, paid time off, Associate Stock Purchase Plan match, life insurance, behavioral and mental health services, a Walmart discount card or Sam's Club membership and predictable scheduling that helps associates plan for life outside of work and know what to expect in their paychecks.  Additional information about how we invest in our associates' well-being, including wage structure and pay, can be found in our Human Capital brief in our most recent ESG reporting, which is available on our corporate website.  Nothing on our website, including our ESG reporting documents, or sections thereof, shall be deemed incorporated by reference into this Annual Report on Form 10-K or incorporated by reference into any of our other filings with the SEC.  Certain information relating to retirement-related benefits we provide to our associates is included in Note 11 to our Consolidated Financial Statements. Growth - Provide ongoing growth, development and learning opportunities for associates and continue to attract talent with new skills. We are invested in the growth of our associates – in support of our business and their success – by offering good jobs that lead to great careers and better lives.Approximately 75% of our U.S. salaried store, club and supply chain management started their careers in hourly positions.  Our focus on providing a path of opportunity for our associates through robust training, competitive wages and benefits and career advancement creates a strong associate value proposition and strengthens our workforce.  In the U.S., we seek to enable these pathways through programs like Walmart Academy and Live Better U (LBU). Walmart Academy offers training for on-the-job retail skills, leadership and well-being, serving our associates through a combination of digital and in-person offerings. Additionally, our LBU program provides access to educational opportunities for our part-time and full-time frontline eligible associates in the U.S. through high school diplomas, short-form certificates and credentials or college degrees.Digital - Drive a digital transformation that improves the associate experience and powers the business.  To deliver a seamless customer and associate experience, we continue to invest in consumer-grade digital tools designed to improve associate productivity and efficiency, engagement and performance, allowing associates to spend more time generating new ideas, developing strategy and building relationships. This capability has been expanded to certain international markets. Technology is also used to improve associate experience, including an app developed to capture real-time associate feedback. Walmart also supports associates on the U.S. Medical Plan with free virtual visits for medical doctor urgent care and mental health care with psychiatrists and psychologists.13Information About Our Executive Officers The following chart names the executive officers of the Company as of the date of the filing of this Annual Report on Form 10-K with the SEC, each of whom is elected by, and serves at the pleasure of, the Board of Directors.  The business experience shown for each officer has been his or her principal occupation for at least the past five years, unless otherwise noted.NameBusiness ExperienceCurrentPositionHeld SinceAgeDaniel J. BartlettExecutive Vice President, Corporate Affairs, effective June 2013. From November 2007 to June 2013, he served as the Chief Executive Officer and President of U.S. Operations at Hill & Knowlton, Inc., a public relations company.201352 Rachel BrandExecutive Vice President, Global Governance, Chief Legal Officer and Corporate Secretary, effective April 2018.  From May 2017 to February 2018, she served as Associate Attorney General in the United States Department of Justice.201850 David M. ChojnowskiSenior Vice President and Controller effective January 2017.  From October 2014 to January 2017, he served as Vice President and Controller, Walmart U.S.  201754 John FurnerExecutive Vice President, President and Chief Executive Officer, Walmart U.S. effective November 2019. From February 2017 until November 2019, he served as President and Chief Executive Officer, Sam's Club.201949 Suresh KumarExecutive Vice President, Global Chief Technology Officer and Chief Development Officer effective July 2019. From February 2018 until June 2019, Mr. Kumar was Vice President and General Manager at Google LLC. 201959 Kathryn McLayExecutive Vice President, President and Chief Executive Officer, Walmart International, effective August 2023. From 2019 to 2023, she served as Executive Vice President, President and Chief Executive Officer, Sam's Club. From February 2019 to November 2019, she served as Executive Vice President, Walmart U.S. Neighborhood Markets. From December 2015 until February 2019, she served as Senior Vice President, U.S. Supply Chain. 202350 C. Douglas McMillonPresident and Chief Executive Officer, effective February 2014. From February 2009 to January 2014, he served as Executive Vice President, President and Chief Executive Officer, Walmart International.201457 Donna MorrisExecutive Vice President, Global People, and Chief People Officer, effective February 2020.  From April 2002 to January 2020, she worked at Adobe Inc. in various roles, including most recently, Chief Human Resources Officer and Executive Vice President, Employee Experience.202056 Christopher NicholasExecutive Vice President, President and Chief Executive Officer, Sam's Club effective September 2023. From October 2021 to September 2023, he served as Executive Vice President, Chief Operating Officer, Walmart U.S. From February 2021 until October 2021, he served as Executive Vice President,  Chief Financial Officer Walmart U.S.  From January 2020 until February 2021, he served as Executive Vice President, Chief Financial Officer Walmart International.  He joined the Company in August 2018 as Senior Vice President and Deputy Chief Financial Officer, Walmart International. 202347 John David RaineyExecutive Vice President and Chief Financial Officer, effective June 2022.  From September 2015 to June 2022, he served as Chief Financial Officer and Executive Vice President, Global Customer Operations for PayPal Holdings, Inc.  202253 14Our Website and Availability of SEC Reports and Other InformationOur corporate website is located at www.stock.walmart.com.  We file with, or furnish to, the SEC Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments to those reports, proxy statements and annual reports to shareholders, and, from time to time, other documents.  The reports and other documents filed with, or furnished to, the SEC are available to investors on or through our corporate website free of charge as soon as reasonably practicable after we electronically file them with or furnish them to the SEC.  The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, such as the Company, that file electronically with the SEC.  The address of that website is www.sec.gov.  Our SEC filings, our Reporting Protocols for Senior Financial Officers and our Code of Conduct can be found on our website at www.stock.walmart.com.  These documents are available in print to any shareholder who requests a copy by writing or calling our Investor Relations Department, which is located at our principal offices.A description of any substantive amendment or waiver of Walmart's Reporting Protocols for Senior Financial Officers or our Code of Conduct for our chief executive officer, our chief financial officer and our controller, who is our principal accounting officer, will be disclosed on our website at www.stock.walmart.com under the Corporate Governance section.  Any such description will be located on our website for a period of 12 months following the amendment or waiver.ITEM 1A.RISK FACTORSThe risks described below could, in ways we may or may not be able to accurately predict, materially and adversely affect our business, results of operations, financial position and liquidity.  Our business operations could also be affected by additional factors that apply to all companies operating in the U.S. and globally. The following risk factors do not identify all risks that we may face.Strategic RisksFailure to successfully execute our omni-channel strategy and the cost of our investments in eCommerce and technology may materially adversely affect our market position, net sales and financial performance.The retail business continues to rapidly evolve and consumers increasingly embrace digital shopping.  As a result, the portion of total consumer expenditures with retailers and wholesale clubs occurring through digital platforms is increasing and the pace of this increase could continue to accelerate.  Our strategy, which includes investments in eCommerce, technology, including the use of artificial intelligence technology, talent, supply chain automation, acquisitions, joint ventures, store remodels and other customer initiatives may not adequately or effectively allow us to continue to grow our eCommerce business, increase comparable sales, maintain or grow our overall market position or otherwise offset the impact on the growth of our business of a moderated pace of new store and club openings and sustain the current pace of remodels.  The success of this strategy will depend in large measure on our ability to continue building and delivering a seamless omni-channel shopping experience and interconnected ecosystem for our customers that deepens and maintains our relationships with our customers across our various businesses and partnerships and reinforces our overall enterprise strategy. The success of this strategy is further subject to the related risks discussed in this Item 1A.  With the interconnected components of this enterprise strategy and an increasing allocation of capital expenditures focused on these initiatives, changes in customer or member perceptions about our reputation or our failure to successfully execute on individual components of this strategy may adversely affect our market position, net sales and financial performance, which could also result in impairment charges to intangible assets or other long-lived assets.  In addition, a greater concentration of eCommerce sales, including increasing online grocery sales, could result in a reduction in the amount of traffic in our stores and clubs, which would, in turn, reduce the opportunities for cross-store or cross-club sales of merchandise that such traffic creates and could reduce our sales within our stores and clubs and materially adversely affect our financial performance.Furthermore, the cost of certain investments in eCommerce, technology, talent and automation, including any operating losses incurred for those initiatives, will adversely impact our financial performance in the short-term and failure to realize the benefits of these investments may adversely impact our financial performance over the longer term.If we do not timely identify or effectively respond to consumer trends or preferences, it could negatively affect our relationship with our customers, demand for the products and services we sell, our market share and the growth of our business.It is difficult to predict consistently and successfully the products and services our customers will demand and changes in their shopping patterns, tastes and preferences.  The success of our business depends in part on how accurately we predict consumer demand, availability of merchandise, the related impact on the demand for existing products and services and the competitive environment. Our business is dependent on our ability to make critical decisions and predictions with respect to merchandise categories that quickly respond to changing consumer spending patterns, tastes and preferences, any incorrect calculations by us may result in lower sales, spoilage and inventory markdowns, which could adversely impact our results of operations. Our ability to predict and adapt to changing tastes and preferences depends on many factors, including obtaining accurate and 15relevant data on customer preferences, emphasizing relevant merchandise categories, effectively managing our inventory levels, and implementing competitive and effective pricing and promotion strategies.  Price transparency, assortment of products, customer experience, convenience, ease and the speed and cost of shipping are of primary importance to customers and continue to increase in importance, particularly as a result of digital tools and social media available to consumers and the choices available to consumers for purchasing products.  We must continue to preserve our reputation, which is impacted based on public perceptions. It may be difficult to address negative publicity across media channels, regardless of whether it is accurate.  Negative incidents involving us, our workforce (including the loss of merchandise as a result of shrink or theft) or others with whom we do business could quickly erode trust and confidence in our business and could result in consumer boycotts, workforce unrest and government investigations. Negative reputational incidents or negative perceptions of us could adversely impact our business and results of operations, including through lower sales, the termination of business relationships and associate retention and recruiting efforts. Moreover, failure to adequately predict customer demand and consumer spending patterns or otherwise optimize and operate our distribution and fulfillment centers could result in excess or insufficient inventory, service interruptions and increased costs, any of which could significantly harm our business. As we continue to add new fulfillment centers, our fulfillment and technology networks become increasingly complex and operating them becomes more challenging. There can be no assurance that we will be able to operate our networks effectively.We face strong competition from other retailers, wholesale club operators, omni-channel retailers and other businesses which could materially adversely affect our financial performance.Each of our segments competes for customers, employees, digital prominence, products and services and in other important aspects of its business with many other local, regional, national and global physical, eCommerce and omni-channel retailers, social commerce platforms, wholesale club operators and retail intermediaries, as well as companies that offer services in digital advertising, fulfillment and delivery services, health and wellness and financial services.  The omni-channel retail landscape is highly competitive and rapidly evolving, and the entry of new, well-funded competitors may increase competitive pressures.  In addition, for eCommerce and other internet-based businesses, newer or smaller businesses may be better able to innovate and compete with us.We compete in a variety of ways, including the prices at which we sell our merchandise, merchandise selection and availability, services offered to customers, location, store hours, in-store amenities, the shopping convenience and overall shopping experience we offer, the attractiveness and ease of use of our digital platforms, cost and speed of and options for delivery to customers of merchandise purchased through our digital platforms or through our omni-channel integration of our physical and digital operations.A failure to respond effectively to competitive pressures and changes in the retail and other markets in which we operate, omni-channel innovations and omni-channel ecosystems developed by our competitors or delays or failure in execution of our strategy could materially adversely affect our financial performance.  See "Item 1. Business" above for additional discussion of the competitive situation of each of our reportable segments.Certain segments of the retail industry are undergoing consolidation or substantially reducing operations, whether due to bankruptcy, consolidation or other factors. Such consolidation, or other business combinations or alliances, competitive omni-channel ecosystems or reductions in operations may result in competitors with greatly improved financial resources, improved access to merchandise, greater market penetration and other improvements in their competitive positions.  Such business combinations or alliances could allow these companies to provide a wider variety of products and services at competitive prices, which could adversely affect our financial performance.General or macro-economic factors, both domestically and internationally, may materially adversely affect our financial performance.General economic conditions and other economic factors, globally or in one or more of the markets we serve, may adversely affect our financial performance.  Higher interest rates, higher prices of petroleum products, including crude oil, natural gas, gasoline and diesel fuel, higher costs for electricity and other energy, weakness in the housing market, inflation, deflation, increased costs of essential services, such as medical care and utilities, higher levels of unemployment, decreases in consumer disposable income, unavailability of consumer credit, higher consumer debt levels, changes in consumer spending and shopping patterns, fluctuations in currency exchange rates, higher tax rates, imposition of new taxes or other changes in tax laws, changes in healthcare laws, other regulatory changes, the imposition of tariffs or other measures that create barriers to or increase the costs associated with international trade, overall economic slowdown or recession and other economic factors in the U.S., or in any of the other markets in which we operate, could adversely affect consumer demand for the products and services we sell in the U.S. or such other markets, change the mix of products we sell to one with a lower average gross margin, cause a slowdown in discretionary purchases of goods, adversely affect our net sales, growth rates, operating income and result in slower inventory turnover and greater markdowns of inventory, or otherwise materially adversely affect our operations and operating results and could result in impairment charges to intangible assets, goodwill or other long-lived assets.In addition, the economic factors listed above, any other economic factors or circumstances resulting in higher transportation, labor, insurance or healthcare costs or commodity prices, including energy prices, and other economic factors in the U.S. and 16other countries in which we operate can increase our cost of sales and operating, selling, general and administrative expenses and otherwise materially adversely affect our operations and operating results.The economic factors that affect our operations may also adversely affect the operations of our suppliers, which can result in an increase in the cost to us of the goods we sell to our customers or, in more extreme cases, in certain suppliers not producing goods in the volume typically available to us for sale, or adversely impact product margins due to higher labor and material costs of our suppliers that we are unable, or choose not, to pass on to our customers.The performance of strategic alliances and other business relationships to support the expansion of our business could materially adversely affect our financial performance.We may enter into strategic alliances and other business relationships in the countries in which we have existing operations or in other markets to expand our business.  These arrangements (such as ONE, our fintech venture, and our healthcare initiative with UnitedHealth Group) may not generate the level of sales or profitability we anticipate when entering into the arrangement or may otherwise adversely impact our business and competitive position relative to the results we could have achieved in the absence of such alliance.  In addition, any investment we make in connection with a strategic alliance, business relationship or in certain of our divested markets, could materially adversely affect our financial performance.Operational RisksGlobal or regional health pandemics or epidemics, such as COVID-19, could negatively impact our business, financial position and results of operations. The emergence, severity, magnitude and duration of global or regional pandemics, epidemics or other health crises are uncertain and difficult to predict.  A pandemic, such as COVID-19, or other epidemic or contagious disease outbreak could impact our business operations, demand for our products and services, in-stock positions, costs of doing business, access to inventory, supply chain operations, the extent and duration of measures to try to contain the spread of a virus or other disease (such as travel bans and restrictions, quarantines, shelter-in-place orders, limitations on large gatherings, business and government shutdowns and other restrictions on retailers), our ability to predict future performance, exposure to litigation and our financial performance, among other things.  In the event of any global or regional health crisis, customer demand for certain products may fluctuate, customer behaviors may change and consumer disposable income could be negatively impacted, which may challenge our ability to anticipate and/or adjust inventory levels to meet that demand.  Other factors and uncertainties may include, but are not limited to: the severity and duration of pandemics, epidemics or other health crises, including disease outbreaks in areas in which we and our suppliers operate; increased operational costs; evolving macroeconomic factors, including general economic uncertainty, unemployment rates and recessionary pressures; unknown consequences on our business performance and initiatives stemming from the substantial investment of time, capital and other resources to a pandemic or other health crisis response; the effectiveness and extent of administration of vaccinations and medical treatments; the pace of recovery when any such pandemic or other health crisis subsides; and the long-term impact of a pandemic or other health crisis on our business, including consumer behaviors.  These risks and their impacts are difficult to predict and could otherwise disrupt and adversely affect our operations and our financial performance.To the extent that a future pandemic or epidemic occurs, such events may also heighten other risks described in this section, including but not limited to those related to consumer behavior and expectations, competition, our reputation, implementation of strategic initiatives, cybersecurity threats, payment-related risks, technology systems disruption, supply chain disruptions, labor availability and cost, litigation and regulatory requirements.Natural disasters, climate change, geopolitical events, catastrophic and other events could materially adversely affect our financial performance.The occurrence of one or more natural disasters, such as hurricanes, tropical storms, floods, fires, earthquakes, tsunamis, cyclones, typhoons; weather conditions such as major or extended winter storms, droughts and tornadoes, whether as a result of climate change or otherwise; geopolitical tensions or events; and catastrophic and other events, such as war, civil unrest (including theft, looting or vandalism), terrorist attacks or other acts of violence, including active shooter situations (such as those that have occurred in our U.S. stores), or the loss of merchandise as a result of shrink or theft in countries in which we operate, in which our suppliers are located or regions goods are transported from or through, or in other areas of the world (such as in Ukraine and Israel where wars currently exist, and armed hostilities in the Red Sea and surrounding areas through which ocean carrier vessels travel to the Suez Canal) could adversely affect our operations and financial performance. Such events could result in physical damage to, or the complete loss of, one or more of our properties, the closure of one or more stores, clubs and distribution or fulfillment centers, limitations on store or club operating hours, the lack of an adequate work force in a market, the inability of customers and associates to reach or have transportation to our stores and clubs affected by such events, the evacuation of the populace from areas in which our stores, clubs and distribution and fulfillment centers are located, the unavailability of our digital platforms to our customers, changes in the purchasing patterns of consumers (including the frequency of visits by consumers to physical retail locations, whether as a result of limitations on large gatherings, travel and movement limitations or otherwise), such as Hurricane Otis that impacted our stores and operations around Acapulco, 17Mexico in fiscal 2024, although not material to our consolidated financial performance.  Moreover, these disasters and events can negatively impact consumers' disposable income, the temporary or long-term disruption in the supply of products from some suppliers, the disruption in the transport of goods from overseas, the disruption or delay in the delivery of goods to our distribution and fulfillment centers or stores within a country in which we are operating, the reduction in the availability of products in our stores, increases in the costs of procuring products as a result of either reduced availability or economic sanctions, increased transportation costs (whether due to fuel prices, fuel supply or otherwise), the disruption (whether directly or indirectly) of critical infrastructure systems, banking systems, utility services or energy availability to our stores, clubs and our facilities and the disruption in our communications with our stores, clubs and our other facilities.Furthermore, the long-term impacts of climate change, whether involving physical risks (such as extreme weather conditions, drought or rising sea levels) or transition risks (such as regulatory or technology changes) are expected to be widespread and unpredictable.  Certain impacts of physical risk may include: temperature changes that increase the heating and cooling costs at stores, clubs and distribution or fulfillment centers; extreme weather patterns that affect the production or sourcing of certain commodities; flooding and extreme storms that damage or destroy our buildings and inventory; and heat and extreme weather events that cause long-term disruption or threats to the habitability of the communities in which we operate. Relative to transition risk, certain impacts may include: changes in energy and commodity prices driven by climate-related weather events; prolonged climate-related events affecting macroeconomic conditions with related effects on consumer spending and confidence; stakeholder perception of our engagement in climate-related policies; and new regulatory requirements resulting in higher compliance risk and operational costs.We bear the risk of losses incurred as a result of physical damage to, or destruction of, any stores, clubs and distribution or fulfillment centers; theft, loss or spoilage of inventory; and business interruption caused by such events. These events and their impacts could otherwise disrupt and adversely affect our operations and could materially adversely affect our financial performance. Moreover, our operations in the U.S. comprise a significant portion of our financial and operational performance. Therefore, any of the above matters that uniquely impact or are specifically concentrated in the U.S. could materially adversely affect our financial and operational performance.Risks associated with our suppliers could materially adversely affect our financial performance.The products we sell are sourced from a wide variety of domestic and international suppliers.  Global sourcing of many of the products we sell is an important factor in our financial performance.  We expect our suppliers to comply with applicable laws, including labor, safety, anti-corruption and environmental laws, and to otherwise meet our required supplier standards of conduct.  Our ability to find qualified suppliers who uphold our standards, and to access products in a timely and efficient manner and in the large volumes we may demand, is a significant challenge, especially with respect to suppliers located and goods sourced outside the U.S.Political and economic instability, as well as other impactful events and circumstances (such as pandemic recovery related challenges, including supply chain disruption and production, labor shortages and increases in labor costs) in the countries in which our suppliers and their manufacturers are located or regions goods are transported from or through, the financial instability of suppliers, suppliers not having the financial ability or capacity to fulfill their indemnification obligations to us if called upon, thereby exposing us to the full cost of risks and claims, suppliers' failure to meet our terms and conditions or our supplier standards (including our responsible sourcing standards), labor problems experienced by our suppliers and their manufacturers, the availability of raw materials to suppliers, merchandise safety and quality issues, disruption or delay in the transportation of merchandise from the suppliers and manufacturers to our stores, clubs and other facilities, including as a result of labor slowdowns at any port at which a material amount of merchandise we purchase enters into the markets in which we operate, currency exchange rates, transport availability and cost, transport security, inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control.In addition, U.S. and international trade policies, tariffs and other restrictions on the exportation and importation of goods, trade sanctions imposed between certain countries and entities, the limitation on the exportation or importation of certain types of goods or of goods containing certain materials from other countries and other factors relating to foreign trade are beyond our control.  These and other factors affecting our suppliers and our access to products could adversely affect our operations and financial performance.If the quality or safety of products we sell in stores or online fails to meet our customers' expectations or regulatory standards, we could lose customers, incur liability for any injuries caused by a product we sell or otherwise experience a material impact to our brand, reputation and financial performance.Our customers count on us to provide them with quality products at an affordable price. Occasionally, the quality of products that we source from our suppliers fails to meet customer expectations.  In many cases, these products are subject to regulatory action or recall.  For general merchandise, this could be because the product fails to meet safety standards.  For food products, it could be because the product is a source of foodborne illness.  For health and wellness products, it could be because the product does not produce the expected result for the customer or harms the customer. Any of these factors could cause customers to avoid purchasing certain products from us, or to choose to buy products from a different retailer, even if the quality issue is 18outside of our control.  Any lost confidence on the part of our customers would be difficult and costly to reestablish.  When a product we sell does not meet quality or safety standards, there is an increased risk of liability for harm the product may cause our customers. While we rely on our suppliers to meet our safety and quality expectations, and to indemnify us if their products do not, certain suppliers may not have the financial capacity or ability to fulfill their indemnification obligations. In that case, we are exposed to the full cost of liability claims.  Any issue regarding the quality or safety of products we sell, regardless of the cause, could adversely affect our brand, reputation and financial performance.If the quality or safety of products offered for sale on our third-party marketplace fails to meet our customers' expectations or regulatory standards, we could be held directly liable, lose customers, become subject to regulatory enforcement or otherwise experience reputational harm.Some of the products customers buy from our website are sold by third parties, which we refer to as marketplace transactions.  While that transaction ultimately occurs between the third-party seller and the customer, some regulators and courts have taken a view that the retailer is responsible for marketplace transactions that occur on a retailer's digital platform.  Unsettled law on whether a retailer is responsible for intellectual property or product liability claims related to marketplace transactions creates additional risk. Any unfavorable changes or legal interpretations could further expose us to liability. In addition, poor quality or safety of third-party products offered for sale on our platforms could erode customer trust, leading to loss of sales, reduction in transactions and deterioration of our competitive position. In addition, we may face reputational, financial and other risks, including liability, for third-party products offered for sale on our platform that are controversial, counterfeit, pirated or stolen or that infringe the intellectual property rights of others.  We may not be able to collect sufficient damages for these types of breaches from third-party sellers. Furthermore, a regulator may view us as having responsibility for regulatory compliance of the third-party products offered for sale on our platform. Although we have marketplace compliance controls in place and impose contractual terms on sellers to prohibit sales of non-compliant products, we may not be able prevent sellers from offering prohibited items for sale, enforce such terms, or fully protect against regulatory risk. Any of these events could have a material adverse impact on our business and results of operations and impede the execution of our eCommerce growth and enterprise strategy.  We rely extensively on information and financial systems to process transactions, summarize results and manage our business.  Disruptions in our systems could harm our ability to conduct our operations.Given the number of individual transactions we have each year, it is crucial that we maintain uninterrupted operation of our business-critical information systems.  Our information systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, worms, other malicious computer programs, denial-of-service attacks, security incidents and breaches from a variety of threat actors, including both cybercriminals and nation state-sponsored actors, catastrophic events such as fires, major or extended winter storms, tornadoes, earthquakes and hurricanes, usage errors by our associates or contractors, civil or political unrest or armed hostilities.  The availability of our information systems and the integrity of data are essential to our business operations, including the processing of transactions, management of our associates, facilities, logistics, inventories, physical stores and clubs and our online operations.  Our information systems are not fully redundant and our disaster recovery planning cannot account for all eventualities.  If our systems are damaged, breached, attacked, interrupted or otherwise cease to function properly, we may have to make a significant investment to repair or replace them, and may experience loss or corruption of data as well as suffer interruptions in our business operations in the interim.  Any interruption to the availability of our information systems or corruption of our data may have a material adverse effect on our business or results of operations.  In addition, the cost of securing our systems against failure or attack is considerable, and increases in these costs, particularly in the wake of a breach or failure, could be significant.  In addition, we frequently update our information technology hardware, software, processes and systems.  The risk of system disruption is increased when significant system changes are undertaken.  If we fail to timely or successfully integrate and update our information systems and processes, we may fail to realize the cost savings or operational benefits anticipated to be derived from these initiatives. For example, during the first quarter of the fiscal year ended January 31, 2024, we initiated an upgrade to our existing financial system, including our general ledger and other applications. If we are unable to implement this upgrade as planned, the effectiveness of our internal control over financial reporting could be adversely affected; our ability to assess those controls adequately could be delayed; and our reputation, business, results of operations, financial condition and cash flows could be negatively impacted.If the technology-based systems that give our customers the ability to shop with us online and enable us to deliver products and services do not function effectively, our operating results, as well as our ability to grow our omni-channel business globally, could be materially adversely affected.Increasingly, customers are using computers, tablets and smart phones to shop with us and with our competitors and to do comparison shopping.  We use social media, online advertising and email to interact with our customers and as a means to enhance their shopping experience.  As a part of our omni-channel sales strategy, we offer various pickup, delivery and shipping programs including options where many products available for purchase online can be picked up by the customer or member at a local Walmart store or Sam's Club, which provides additional customer traffic at such stores and clubs.  Omni-19channel retailing is a rapidly evolving part of the retail industry and of our operations around the world, and we continue to make investments in supply chain automation to support our omni-channel strategy. We must anticipate and meet our customers' changing expectations while adjusting for technology investments and developments in our competitors' operations through focusing on the building and delivery of a seamless shopping experience across all channels by each operating segment.  Moreover, some of the various technology systems and services on which we rely are provided and managed by third-party service providers. To the extent either our or such other third-party systems and services do not perform or function as anticipated, whether because of an inherent flaw in the technology, a faulty implementation or a cybersecurity incident, such failure can significantly interfere with our ability to meet our customers' changing expectations. Any disruption or failure on our part to provide attractive, user-friendly and secure digital platforms that offer a wide assortment of merchandise and services at competitive prices and with low cost and rapid delivery options and that continually meet the changing expectations of online shoppers and developments in online and digital platform merchandising and related technology in a cost-efficient manner could place us at a competitive disadvantage, result in the loss of eCommerce and other sales, harm our reputation with customers, have a material adverse impact on the growth of our eCommerce business globally and have a material adverse impact on our business and results of operations.Any failure to maintain the privacy or security of the information relating to our company, customers, members, associates, business partners and vendors, whether as a result of cyberattacks on our information systems or otherwise, could damage our reputation, result in litigation or other legal actions against us, result in fines, penalties, and liability, cause us to incur substantial additional costs and materially adversely affect our business and operating results.Like most retailers, we process in our information systems personal information and/or payment information about our customers and members, and we also process information concerning our associates and vendors.  In addition, our health and wellness business operations, the Walmart Health locations, and third-party service providers who handle information on our behalf, store and maintain personal health information.  Some of this information is stored digitally in connection with the digital platforms and technologies that we use to conduct and facilitate our various businesses. We utilize third-party service providers for a variety of reasons, including, without limitation, for digital storage technology, compute capacity, content delivery to customers and members, back-office support and other functions.  Such providers may have access to information we hold about our customers, members, associates, business partners or vendors.  In addition, our eCommerce operations depend upon the secure transmission of confidential information over public networks, including information permitting cashless payments.Cyber threats are rapidly evolving and those threats and the means for disrupting or obtaining access to information systems or information stored in digital and other storage media are becoming increasingly sophisticated and frequent, and in some cases, they may lead to successful attacks. Unauthorized activities directed against information systems and devices, whether our own or those of our third-party service providers and vendors, have resulted in cybersecurity incidents, including malware, ransomware, denial of service attacks or phishing incidents. We expect that our information systems and those of our third-party service providers, vendors and suppliers will continue to experience such attempted attacks in the future, which could include disruptions to our supply chain system. Cyberattacks and threat actors can be sponsored by particular nation-states, or be the work of sophisticated criminal organizations, insiders (including our associates or contractors) or third parties, each with a wide-range of motives and expertise. We and the businesses with which we interact have experienced and continue to experience incidents and threats to data and information systems. These incidents and threats have included and are likely to continue to include both random and targeted cyberattacks, computer viruses, phishing incidents, worms, bot attacks, ransomware or other destructive or disruptive software and attempts to misappropriate customer information, including credit card and payment information, and cause system failures and disruptions. The increased use of remote work infrastructure in recent years has also increased the possible attack surfaces to be exploited. Our logging capabilities, or the logging capabilities of third parties, are also not always complete or sufficiently detailed, affecting our ability to fully investigate and understand the scope of security events. As noted above, some of our information systems and those of our third-party service providers have experienced cybersecurity incidents or breaches and, although to date they have not had a material adverse effect on our operating results, there can be no assurance of a similar result in the future.Our digital platforms, which are increasingly important to our business and continue to grow in complexity and scope, and the systems on which they run, including those applications and systems used in legacy operations and acquired eCommerce, technology or other businesses, are regularly subject to cyberattacks.  Those attacks involve attempts to impede the operations of our system or gain unauthorized access to our eCommerce websites (including marketplace platforms) or mobile commerce applications to obtain and misuse customers' or members' information including personal information and/or payment information and related risks discussed in this Item 1A. Such attacks, if successful, may result in potential data misuse and/or loss and may create denials of service or otherwise disable, degrade or sabotage the information systems that enable or support one or more of our digital platforms or otherwise significantly disrupt our customers' and members' shopping experience, our supply chain integrity and continuity and our ability to efficiently operate our business. If we are unable to maintain the security of the information systems that enable or support our digital platforms and keep them operating within acceptable parameters, we could suffer loss of sales, reductions in transactions, reputational damage and deterioration of our competitive 20position and incur liability for any damage to customers, members or others whose personal or confidential information is unlawfully obtained and misused, any of which events could have a material adverse impact on our business and results of operations and impede the execution of our strategy for the growth of our business.Associate error or malfeasance, faulty password management, social engineering or other vulnerabilities and irregularities may also result in a defeat of our security measures or those of our third-party service providers and a compromise or breach of our or their information systems.  Moreover, the hardware, software or applications that comprise our information system and networked environment may have vulnerabilities or defects of design, coding, manufacture or operations that could be intentionally exploited or inadvertently used in a manner that could compromise information security. Given the age, size and complexity of these information systems and our networked environment, patches for certain vulnerabilities may not exist and, even where patches or other risk-mitigating activities are available, the deployment of patches or execution of risk-mitigating actions may not occur before an underlying vulnerability is exploited by threat actors or inadvertently results in the compromise of our information systems or data. Any compromise of our information systems or of those of businesses with which we interact, which results in regulated data or confidential information being accessed, obtained, damaged, disclosed, destroyed, modified, lost or used by unauthorized persons could harm our reputation and expose us to regulatory actions (including, with respect to health information, liability under the Health Insurance Portability and Accountability Act of 1996, or "HIPAA"), customer attrition, remediation expenses and claims from customers, members, associates, vendors, financial institutions, payment card networks and other persons, any of which could materially and adversely affect our business operations, financial position and results of operations. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems or data change frequently and may not immediately produce signs of a compromise, we may be unable to anticipate these techniques or to implement adequate preventative measures, or detect the activities of a threat actor.  Even if we detect a cybersecurity incident, the nature and extent of that cybersecurity incident may not be immediately clear.  Based on the sophistication of the threat actors and the size and complexity of our information systems and networked environment, among other factors, an investigation into a cybersecurity incident could take a significant amount of time to complete.  We may not understand or appreciate that what is detected and treated as multiple individual cybersecurity incidents or events may be associated with the coordinated actions of a single threat actor.  In addition, while our investigation of a cybersecurity incident is ongoing, we may not know the full extent of the harm caused by a threat actor, and such harm may spread both internally and to certain customers, vendors, or other third parties.  These factors may inhibit our ability to provide rapid, complete and reliable information about the cybersecurity incident to customers, counterparties and regulators, as well as the public.  It may also not be clear how best to contain and remediate any harm caused by the cybersecurity incident, and certain errors or actions could be repeated or compounded before they are discovered and remediated.  Any or all of these factors could further increase the costs and consequences of a cybersecurity incident on our business operations, financial position and results of operations. To the extent that any cyberattack, ransomware or incursion in our or one of our third-party service provider's information systems results in the loss, damage, misappropriation or other compromise of information, we may be materially adversely affected by claims from customers, members, financial institutions, regulatory authorities, payment card networks and others.Our compliance programs, information technology and enterprise risk management efforts cannot eliminate all systemic risk.  Disruptions in our systems caused by associate error or malfeasance, security incidents, breaches or cyberattacks – including attacks on those parties we do business with (such as strategic partners, suppliers, banks or utility companies) – could harm our ability to conduct our operations, which may have a material effect on us, may result in losses that could have a material adverse effect on our financial position or results of operations, or may have a cascading effect that adversely impacts our partners, third-party service providers, customers, members, financial services firms and other third parties that we interact with on a regular basis.Our reputation with our customers and members is important to the success of our enterprise strategy, which combines traditional retail, membership models, marketplaces, financial services, healthcare, and other customer and business services into a series of interconnected assets to make it seamless for customers to interact with us. Security-related events could be widely publicized and could materially adversely affect our reputation with our customers, members, associates, vendors and shareholders, could harm our competitive position particularly with respect to our eCommerce operations, and could result in a material reduction in our net sales in our eCommerce operations, as well as in our stores thereby materially adversely affecting our operations, net sales, growth rates, operating income, results of operations, financial position, cash flows and liquidity.  Such events could also result in the release to the public of confidential information about our operations and financial position and performance and could result in litigation or other legal actions against us or the imposition of penalties, fines, fees or liabilities, which may not be covered by our insurance policies.  Moreover, a security compromise or operationally impactful malware event, such as ransomware, could require us to devote significant management resources to address the problems created by the issue and to expend significant additional resources to upgrade further the security measures we employ to guard personal and confidential information against cyberattacks and other attempts to access or otherwise compromise such information and could result in a disruption of our operations, particularly our digital operations.21We accept payments using a variety of methods, including cash, checks, credit and debit cards, electronic benefits transfer (EBT) cards, mobile payments and our private label credit cards and gift cards, and we may offer new payment options over time, which may have information security risk implications.  As a retailer accepting debit and credit cards for payment, we are subject to various industry data protection standards and protocols, such as payment network security operating guidelines and the Payment Card Industry Data Security Standard.  We cannot be certain that the security measures we or our third-party suppliers maintain are able to detect, prevent or contain cyberattacks, cyberterrorism, security incidents, breaches or other compromises from malware, ransomware or other threats that are known or may be developed in the future.  In certain circumstances, our contracts with payment card processors and payment card networks (such as Visa, Mastercard, American Express and Discover) generally require us to adhere to payment card network rules which could make us liable to payment card issuers and others if information in connection with payment cards and payment card transactions that we process is compromised, which liabilities could be substantial. Additionally, through various financial service partners and our ONE fintech venture, we offer various services such as money transfers, digital payment platforms, bill payment, money orders, check cashing, prepaid access, co-branded credits cards, installment lending and earned wage access. These products and services require us to comply with legal and regulatory requirements, including those related to privacy, information security, anti-money laundering and sanctions regimes and consumer protection, under both U.S. state and federal laws and regulations, as well as those of certain other countries. Failure to comply with these laws and regulations could result in fines, sanctions, penalties and harm to our reputation.We also have compliance obligations associated with privacy laws enacted to protect and regulate the collection, use, retention, disclosure and transfer of personal information, which include liability for security and privacy breaches.  Among other obligations, breaches may trigger obligations under U.S. federal and state laws and those in certain other countries to notify affected individuals, government agencies and the media.  Consequently, cybersecurity incidents that result in a data breach could subject us to fines, sanctions and other legal liability and harm our reputation. Changes in third-party reimbursements and contracts, type or scope of offerings of our health and wellness business or the Walmart Health business could adversely affect our overall results of operations, cash flows and liquidity.We have retail pharmacy operations in our Walmart U.S. and Sam's Club segments across the U.S. and in various of our international markets such as Canada and Mexico. We also provide management services to Walmart Health centers that offer medical, dental, behavioral health and other health services in a number of states, as well as a national telehealth service provider. In addition, our 10-year collaboration with UnitedHealth Group includes agreements for Walmart Health to provide value-based care to patients in certain areas of the U.S., among other initiatives. A large majority of our retail pharmacy net sales are generated by filling prescriptions for which we receive payment through established contractual relationships with third-party payers and payment administrators, such as private insurers, governmental agencies and pharmacy benefit managers ("PBMs"). Our retail pharmacy operations are subject to numerous risks, including: reductions in the third-party reimbursement rates for drugs; changes in our payer mix (i.e., shifts in the relative distribution of our pharmacy customers across drug insurance plans and programs toward plans and programs with less favorable reimbursement terms); changes in third-party payer drug formularies (i.e., the schedule of prescription drugs approved for reimbursement or which otherwise receive preferential coverage treatment); growth in, and our participation in or exclusion from, pharmacy payer network arrangements, including exclusive and preferred pharmacy network arrangements operated by PBMs and/or any insurance plan or program; increases in the prices we pay for brand name and generic prescription drugs we sell; increases in the administrative burdens associated with seeking third-party reimbursement; changes in the frequency with which new brand name pharmaceuticals become available to consumers; introduction of lower cost generic drugs as substitutes for existing brand name drugs for which there was no prior generic drug competition; changes in drug mix (i.e., the relative distribution of drugs customers purchase at our pharmacies between brands and generics); changes in the health insurance market generally; changes in the scope of or the elimination of Medicare Part D or Medicaid drug programs; increased competition from other retail pharmacy operations including competitors offering online retail pharmacy options and/or home delivery options; further consolidation and strategic alliances among third-party payers, PBMs or purchasers of drugs; overall economic conditions and the ability of our pharmacy customers to pay for drugs prescribed for them to the extent the costs are not reimbursed by a third-party; failure to meet any performance or incentive thresholds to which our level of third-party reimbursement may be subject; changes in laws or regulations or the practices of third-party payers and PBMs related to the use of third-party financial assistance to assist our pharmacy customers with paying for drugs prescribed for them; and any additional changes in the state or federal regulatory environment for the retail pharmacy industry and the pharmaceutical industry, including as a result of health reform efforts, and other changes to or novel interpretations of existing state or federal laws, rules and regulations that affect our retail pharmacy business.If the supply of certain pharmaceuticals provided by one or more of our vendors were to be disrupted for any reason, our pharmacy operations could be severely affected until at least such time as we could obtain a new supplier for such pharmaceuticals.  Any such disruption could cause reputational damage and result in a significant number of our pharmacy customers transferring their prescriptions to other pharmacies.22Walmart Health clinical operations are also subject to numerous risks, including but not limited to: reductions in the third-party reimbursement rates for services; changes in our payer mix; changes in the health insurance market generally; our inability to retain and negotiate favorable contracts with private third-party payers, including managed care plans; competition for patients from other healthcare providers, including those that offer telehealth services; changes to healthcare provider utilization practices and treatment methodologies; trends toward value-based purchasing and price transparency; overall economic conditions and the ability of patients to pay for services; staffing challenges, including retention of a sufficient number and quality of healthcare professionals; compliance with the complex and extensive laws and regulations governing the healthcare industry; changes in laws and regulations, including as a result of health reform efforts; and healthcare technology initiatives, including those related to patient data and interoperability; and public health conditions.One or a combination of the factors above may adversely affect the volumes of brand name and generic pharmaceuticals we sell, our cost of sales associated with our retail pharmacy operations, and the net sales and gross margin of those operations or result in the loss of cross-store or cross-club selling opportunities. In addition, these and other factors may adversely affect the type, volume and mix of services we provide, the reimbursement we receive for health and wellness services rendered, and the scope and pace of expansion of Walmart Health and related offerings. Any of these developments could, in turn, adversely affect our overall net sales, other results of operations, cash flows and liquidity.Our failure to attract and retain qualified associates, increases in wage and benefit costs, changes in laws and other labor issues could materially adversely affect our financial performance.Our ability to continue to conduct and expand our operations depends on our ability to attract and retain a large and growing number of qualified associates globally.  Our ability to meet our labor needs, including our ability to find qualified personnel to fill positions that become vacant at our existing stores, clubs, distribution and fulfillment centers and corporate offices, while controlling our associate wage and related labor costs, is generally subject to numerous external factors, including the availability of a sufficient number of qualified persons in the work force of the markets in which we operate, unemployment levels within those markets, prevailing wage rates, changing demographics, health and other insurance costs and adoption of new or revised employment and labor laws and regulations. Additionally, our ability to successfully execute organizational changes, including our enterprise strategy and management transitions within our senior leadership, and to effectively motivate and retain associates are critical to our business success. We compete for talent with other retail and non-retail businesses, including, for example, technology, health and wellness and fintech businesses, and invest significant resources in training and motivating our associates. Increased competition among potential employers at all levels, including senior management and executive levels, could result in increased associate costs or make it more difficult to recruit and retain associates.  If we are unable to locate, attract or retain qualified personnel, or manage leadership transition successfully, the quality of service we provide to our customers may decrease and our financial performance may be adversely affected.In addition, if our costs of labor or related costs increase for other reasons or if new, revised or novel interpretations of existing labor laws, rules or regulations or healthcare laws, including those related to worker classification, are adopted or implemented that further increase our labor costs, our financial performance could be materially adversely affected.Financial RisksFailure to meet market expectations for our financial performance could adversely affect the market price and volatility of our stock.We believe that the price of our stock generally reflects high market expectations for our future operating results.  Any failure to meet or delay in meeting these expectations, including our consolidated net sales, consolidated operating income, growth rates, eCommerce growth rates, advertising and other higher-margin initiatives (which is expected to help drive our operating income growth at a rate faster than net sales over the long term), capital expenditures, comparable store and club sales growth rates or earnings and adjusted earnings per share could cause the market price of our stock to decline, as could changes in our dividend or stock repurchase programs or policies, changes in our effective tax rates, changes in our financial estimates and recommendations by securities analysts or, failure of our performance to compare favorably to that of other retailers may have a negative effect on the price of our stock. Fluctuations in foreign exchange rates may materially adversely affect our financial performance and our reported results of operations.Our operations in countries other than the U.S. are conducted primarily in the local currencies of those countries.  Our Consolidated Financial Statements are denominated in U.S. dollars, and to prepare those financial statements we must translate the amounts of the assets, liabilities, net sales, other revenues and expenses of our operations outside of the U.S. from local currencies into U.S. dollars using exchange rates for the current period.  In recent years, fluctuations in currency exchange rates that were unfavorable have had adverse effects on our reported results of operations.As a result of such translations, fluctuations in currency exchange rates from period-to-period that are unfavorable to us may also result in our Consolidated Financial Statements reflecting significant adverse period-over-period changes in our financial 23performance or reflecting a period-over-period improvement in our financial performance that is not as robust as it would be without such fluctuations in the currency exchange rates.  Such unfavorable currency exchange rate fluctuations will adversely affect the reported performance of our Walmart International operating segment and have a corresponding adverse effect on our reported consolidated results of operations.We may pay for products we purchase for sale in our stores, clubs and eCommerce platforms around the world with a currency other than the local currency of the country in which the goods will be sold.  When we must acquire the currency to pay for such products and the exchange rates for the payment currency fluctuate in a manner unfavorable to us, our cost of sales may increase and we may be unable or unwilling to change the prices at which we sell those goods to address that increase in our costs, with a corresponding adverse effect on our gross profit.  Consequently, unfavorable fluctuations in currency exchange rates have adversely affected, and may continue to adversely affect, our results of operations.  Legal, Tax, Regulatory, Compliance, Reputational and Other RisksOur international operations subject us to legislative, judicial, accounting, legal, regulatory, tax, political and economic risks and conditions specific to the countries or regions in which we operate, which could materially adversely affect our business or financial performance.In addition to our U.S. operations, we operate retail and eCommerce businesses in Africa, Canada, Central America, Chile, China, India and Mexico.During fiscal 2024, our Walmart International operations generated approximately 18% of our consolidated net sales.  Walmart International's operations in various countries also source goods and services from other countries.  Our future operating results in these countries could be negatively affected by a variety of factors, most of which are beyond our control.  These factors include political conditions, including political instability, local and global economic conditions, legal and regulatory constraints, such as regulation of product and service offerings including regulatory restrictions (such as foreign ownership restrictions) on eCommerce and retail operations in international markets, such as India, restrictive governmental actions (such as trade protection measures or nationalization), antitrust and competition law regulatory matters (such as those underway in Canada, Mexico and India (relating to our Flipkart subsidiary)), local product safety and environmental laws, tax regulations, local labor laws, anti-money laundering laws and regulations, trade policies, foreign exchange or currency regulations, laws and regulations regarding consumer and data protection, and other matters in any of the countries or regions in which we operate, now or in the future.Changing our operations in accordance with new or changed restrictions on international trade or newly imposed sanctions can be expensive, time-consuming and disruptive to our operations, and such restrictions can be announced with little or no advance notice and we may not be able to effectively mitigate all adverse impacts from such measures.  In addition, tensions between nation-state governments and conflicts of laws may lead to challenges for our operations.  If disputes and conflicts further escalate in the future, actions by governments in response could be significantly more severe and restrictive and could adversely affect our business or financial performance and our reputation.  Political uncertainty surrounding trade and other international disputes could also have a negative effect on consumer confidence and spending, which could also adversely affect our business or financial performance and our reputation. The economies of some of the countries in which we have operations have in the past suffered from high rates of inflation and currency devaluations, which, if they recur, could adversely affect our financial performance.  Other factors which may impact our international operations include foreign trade, monetary and fiscal policies of the U.S. and of other countries, laws, regulations and other activities of foreign governments, agencies and similar organizations, and risks associated with having numerous facilities located in countries that have historically been less stable than the U.S.  Additional risks inherent in our international operations generally include, among others, the costs and difficulties of managing international operations, adverse tax consequences and greater difficulty in enforcing intellectual property rights in countries other than the U.S.  The various risks inherent in doing business in the U.S. generally also exist when doing business outside of the U.S., and may be exaggerated by the difficulty of doing business in numerous sovereign jurisdictions due to differences in culture, geopolitical tensions or events, laws and regulations.In foreign countries in which we have operations, a risk exists that our associates, contractors or agents could, in contravention of our policies, engage in business practices prohibited by U.S. laws and regulations applicable to us, such as the Foreign Corrupt Practices Act or U.S. sanctions laws and regulations or the laws and regulations of other countries. We maintain global policies which appropriately regulate such business practices and have in place global compliance programs designed to ensure compliance with these laws and regulations.  Nevertheless, we remain subject to the risk that one or more of our associates, contractors or agents, including those based in or from countries where practices that violate such U.S. laws and regulations or the laws and regulations of other countries may be customary, will engage in business practices that are appropriately regulated by our policies, circumvent our compliance programs and, by doing so, violate such laws and regulations.  Any such violations, even if prohibited by our internal policies, could subject us to fines and penalties and adversely affect our business or financial performance and our reputation.24Changes in tax and trade laws, regulations and interpretations could materially adversely affect our financial performance.In fiscal 2024, our Walmart U.S. and Sam's Club operating segments generated approximately 82% of our consolidated net sales. Significant changes in tax and trade policies, including tariffs and government regulations affecting trade between the U.S. and other countries where we source many of the products we sell in our stores and clubs could have an adverse effect on our business and financial performance. A significant portion of the general merchandise we sell in our U.S. stores and clubs is manufactured in other countries.  Any such actions including the imposition of further tariffs on imports could increase the cost to us of such merchandise (whether imported directly or indirectly) and cause increases in the prices at which we sell such merchandise to our customers, which could materially adversely affect the financial performance of our U.S. and international operations as well as our business.We are subject to income taxes, other taxes and tax collection and reporting obligations in both the U.S. and the foreign jurisdictions in which we currently operate or have historically operated.  The determination of our worldwide provision for income taxes and current and deferred tax assets and liabilities requires judgment and estimation.  Our taxes could be materially adversely affected by earnings being lower than anticipated in jurisdictions that have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in worldwide tax laws, tax rates, regulations or accounting principles and the interpretations of those rules. In addition, we also may not have sufficient notice to enable us to build systems and adopt processes to properly comply with new reporting or collection obligations by the effective date of those obligations.We are also exposed to future tax legislation, as well as the issuance of future regulations and changes in administrative interpretations of existing tax laws, and changes in transfer pricing arrangements with our subsidiaries, any of which can impact our or our subsidiaries current and future years' tax provision. The effect of such changes in tax law, changes in administrative interpretations of existing tax laws or changes in transfer pricing arrangements could also have a material effect on our business, financial position and results of operations. In the U.S., the Tax Cuts and Jobs Act of 2017 (the "Tax Act") significantly changed federal income tax laws that affect U.S. corporations. As further guidance is issued by the U.S. Treasury Department, the Internal Revenue Service, and other standard-setting bodies, any resulting changes in our estimates will be treated in accordance with the relevant accounting guidance. Compliance with the Tax Act and any other new tax rules, regulations, guidance and interpretations, including collecting information not regularly produced by us or unexpected changes in our estimates, may require us to incur additional costs and could affect our results of operations.In addition, legislatures and taxing authorities in many jurisdictions in which we operate may enact changes to or seek to enforce novel interpretations of their tax rules. These changes could include modifications that have temporary effect and more permanent changes.  For example, the Organization for Economic Cooperation and Development (the "OECD"), the European Union and other countries (including countries in which we operate) have committed to enacting substantial changes to numerous long-standing tax principles impacting how large multinational enterprises are taxed. In particular, the OECD's Pillar Two initiative introduces a 15% global minimum tax applied on a country-by-country basis, which became effective in many jurisdictions in which we operate starting January 1, 2024.  The impact of these potential new rules as well as any other changes in domestic and international tax rules and regulations could have a material effect on our effective tax rate.Furthermore, we are subject to regular review and audit by both domestic and foreign tax authorities as well as subject to the prospective and retrospective effects of changing tax regulations, legislation and interpretations.  Although we believe our tax estimates are reasonable, the ultimate tax outcome may materially differ from the tax amounts recorded in our Consolidated Financial Statements and may materially affect our income tax provision, net income or cash flows in the period or periods for which such determination and settlement is made.Changes in and/or failure to comply with other laws, regulations and interpretations of such laws and regulations specific to the businesses and jurisdictions in which we operate could materially adversely affect our reputation, market position or our business and financial performance.We operate in complex regulated environments in the U.S. and in other countries in which we operate and could be materially adversely affected by changes to existing legal requirements including the related interpretations and enforcement practices, new legal requirements and/or any failure to comply with applicable regulations.  In addition, the degree of regulatory, political, and media scrutiny we face increases the likelihood that our efforts to adhere our practices and procedures to comply with these laws and legal requirements may be subject to frequent or increasing challenges.Our health and wellness operations in the U.S. and the operations of the Walmart Health locations are subject to numerous federal, state and local laws and regulations including, but not limited to, those related to: licensing, reimbursement arrangements and other requirements and restrictions; registration and regulation of pharmacies; dispensing and sale of controlled substances and products containing pseudoephedrine; governmental (including Medicare and Medicaid) and commercial reimbursement; data privacy and security and the sharing and interoperability of data, including obligations and restrictions related to health information (such as those imposed under HIPAA); billing and coding for healthcare services and properly handling overpayments; debt collection; necessity and adequacy of healthcare services; relationships with referral 25sources and referral recipients and other fraud and abuse issues, such as those addressed by anti-kickback and false claims laws and patient inducement regulations; qualification of healthcare practitioners; quality and standards of medical services and equipment; and the practice of the professions of pharmacy, medical, dental and behavioral healthcare services, including limitations on the corporate practice of medicine in certain states. Health-related legislation at the federal and state level may have an adverse effect on our business or require us to modify certain aspects of our operations.  For example, in the U.S., the Drug Enforcement Administration ("DEA") and various other regulatory authorities regulate the purchase, distribution, maintenance and dispensing of pharmaceuticals and controlled substances.  We are required to hold valid DEA and state-level licenses, meet various security and operating standards and comply with the federal and various state-controlled substance acts and related regulations governing the sale, dispensing, disposal and holding of controlled substances.  The DEA, the U.S. Food and Drug Administration and state regulatory authorities have broad enforcement powers, including the ability to seize or recall products and impose significant criminal, civil and administrative sanctions for violations of these laws and regulations.  In addition, there has been recent heightened governmental and public scrutiny of pharmaceutical product pricing, which has resulted in federal and state legislation and regulations, executive orders and other initiatives and proposals designed to increase transparency in pharmaceutical product pricing and reform government program reimbursement methodologies (for example, the Inflation Reduction Act, which includes, among other matters, policies designed to impact drug prices and reduce drug spending by the federal government). Other health reform efforts at the federal and state levels may also impact our business or require us to modify certain aspects of our operations. We may not be able to predict the nature or success of reform initiatives, and the resulting uncertainties may have an adverse effect on our business. We are also governed by foreign, national and state laws and regulations of general applicability, including laws and regulations related to competition and antitrust matters; protection of the environment and health and safety matters, including exposure to, and the management and disposal of, hazardous substances; food and drug safety, including drug supply chain security requirements; trade, consumer protection, and safety, including the availability, sale, price label accuracy, advertisement and promotion of products we sell and the financial services we offer (including through our digital channels, stores and clubs, as well as our ONE fintech venture); anti-money laundering prohibitions; consumer financial protection laws; economic, trade and other sanctions matters; licensure, certification and enrollment with government programs; data privacy and cybersecurity and the sharing and interoperability of data; working conditions, workplace health and safety, equal employment opportunity, worker classification, employee benefit and other labor and employment matters; and health and wellness related regulations for our pharmacy operations outside of the U.S.  In addition, certain financial services we offer or make available are subject to U.S. and international legal and regulatory requirements, including those intended to help detect and prevent money laundering, fraud and other illicit activity, as well as consumer financial protections and sanctions laws.  Failure to meet these requirements could affect the profitability of our business activities; limit our ability to pursue business opportunities or conduct business in certain jurisdictions; require changes to business practices or governance or alter our relationships with our customers, partners and other third parties, including our ability to continue certain relationships in Mexico, India or other international jurisdictions; result in increased costs related to regulatory oversight and compliance, litigation-related settlements, judgments or expenses, restitution to customers or the imposition of fines or monetary penalties. Increased U.S. regulation of non-bank financial institutions may also result in additional requirements and scrutiny of certain financial services we offer.  Increasing governmental and societal attention to ESG matters, including expanding mandatory and voluntary reporting diligence, and disclosure topics such as climate change, sustainability (including with respect to our supply chain), natural resources, waste reduction, energy, human capital and risk oversight could expand the nature, scope and complexity of matters that we are required to control, assess and report.Data privacy and protection laws or customer expectations relating to the collection, use, retention, disclosure, transfer and processing of personal information continue to undergo a rapid transformation in the U.S. and in non-U.S. jurisdictions.  Recently enacted state laws, such as the California Consumer Privacy Act ("CCPA"), in a number of states that have become effective, or will soon be effective, have created a substantially more complex regulatory regime associated with data-handling practices.  Moreover, other laws and regulations related to data-handling and privacy that apply to our business, such as the Illinois Biometric Information Privacy Act, the European Union's General Data Protection Regulation ("GDPR"), the United Kingdom's General Data Protection Regulation (which implements the GDPR into U.K. law), China's Personal Information Protection Act ("PIPL"), and similar legislation in Quebec Canada further increases the compliance obligations of our business. Certain of these laws have required us to modify our data processing practices and policies and to incur substantial costs and expenses to comply, which we anticipate will continue in the future.  These and other privacy and cybersecurity laws may carry significant potential damages and civil penalties for noncompliance. For example, in the case of non-compliance with a material provision of the GDPR (such as non-adherence to the core principles of processing personal data), regulators have the authority to levy a fine in an amount that is up to the greater of €20 million or 4% of global annual turnover (i.e., revenue) in the prior year. These administrative fines are discretionary and based, in each case, on a multi-factored approach.  Further, PIPL took effect in China in November 2021. PIPL raises the protection requirements for processing personal information and requires government approval to either allow the access of personal information in China by someone outside of China or conduct personal data transfers outside of China. Fines for PIPL violations range from approximately RMB 50 million to up to 5% of 26the infringing company's previous year's revenues generated from within China.  We have made changes, and we may in the future make additional adjustments to our business practices, to comply with the personal information protection laws and regulations in China as they evolve.  Residents in jurisdictions with comprehensive privacy laws have rights to access, correct and require deletion of their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used and may have a private right of action for data breaches. Furthermore, our marketing and customer engagement activities are subject to communications privacy laws such as the Telephone Consumer Protection Act.  We may be subjected to penalties and other consequences for noncompliance, including changing some portions of our business.  Even an unsuccessful challenge by customer or regulatory authorities of our activities could result in adverse publicity, impact our reputation and could require a costly response from and defense by us.The impact of new laws, regulations and policies and the related interpretations, as well as changes in enforcement practices or regulatory scrutiny as to existing laws and regulations (including, but not limited to, in the U.S., shifting enforcement priorities for existing antitrust, competition and pricing laws, as well as proposed new rules and regulations) generally cannot be predicted, and changes in applicable laws, regulations and policies and the related interpretations and enforcement practices of existing laws and regulations may require extensive system and operational changes, be difficult to implement, increase our operating costs, require significant capital expenditures, or adversely impact the cost or attractiveness of the products or services we offer, or result in adverse publicity and harm our reputation.  If we fail to predict or respond adequately to changes, including by implementing strategic and operational initiatives, or do not respond as effectively as our competitors, our business, operations and financial performance may be adversely affected.In addition, we may face audits or investigations by one or more government agencies relating to our compliance with applicable laws and regulations.  The regulatory, political and media scrutiny we face, which may continue, amplifies these risks.  To the extent a regulator or court disagrees with our interpretation of these laws and determines that our practices are not in compliance with applicable laws and regulations, we could be subject to civil and criminal penalties that could adversely affect the continued operation of our businesses, including: suspension of payments from government programs; loss of required licenses and certifications; loss of authorizations to participate in or exclusion from government programs, including the Medicare and Medicaid programs in the U.S.; termination from contractual relationships, including those with our drug suppliers and third-party payers; and significant fines or monetary damages.  Failure to comply with applicable legal or regulatory requirements in the U.S. or in any of the countries in which we operate could result in significant legal and financial exposure, damage to our reputation and have a material adverse effect on our business operations, financial position and results of operations.We are subject to risks related to litigation and other legal proceedings that may materially adversely affect our results of operations, financial position and liquidity.We operate in a highly regulated and litigious environment.  We are involved in legal proceedings, including litigation, arbitration and other claims, and investigations, inspections, audits, claims, inquiries and similar actions by pharmacy, healthcare, tax, environmental and other governmental authorities.  We may also have indemnification obligations for legal commitments of certain businesses we have divested. Legal proceedings, in general, and securities, derivative action and class action and multi-district litigation, in particular, can be expensive and disruptive. Some of these suits may purport or may be determined to be class actions and/or involve parties seeking large and/or indeterminate amounts, including punitive or exemplary damages, and may remain unresolved for several years.  For example, we are currently a defendant in a number of cases containing class or collective-action allegations, or both, in which the plaintiffs have brought claims under federal and state wage and hour laws, as well as a number of cases containing class-action allegations in which the plaintiffs have brought claims under federal and state consumer laws.We have been responding to subpoenas, information requests and investigations from governmental entities related to nationwide controlled substance dispensing and distribution practices involving opioids. We are also a defendant in numerous litigation proceedings related to opioids, including the consolidated multidistrict litigation entitled In re National Prescription Opiate Litigation (MDL No. 2804) currently pending in the U.S. District Court for the Northern District of Ohio and a lawsuit filed against us by the United States Department of Justice in the District of Delaware in 2020.  Similar cases that name us also have been filed in state courts by state, local and tribal governments, healthcare providers and other plaintiffs. Plaintiffs in these cases are seeking compensatory and punitive damages, as well as injunctive relief including abatement.  We have entered into a settlement framework to resolve certain of these matters and accrued a liability for approximately $3.3 billion, almost all of which was paid in fiscal 2024.  We cannot predict the ultimate number of opioids-related claims that may be filed or their outcomes and cannot reasonably estimate any loss or range of loss that may arise from opioids-related matters.  In addition, in July 2021, the Directorate of Enforcement in India issued a show cause notice to Flipkart and other parties requesting the recipients show cause as to why further proceedings under India's Foreign Direct Investment rules and regulations should not be initiated against them based on alleged violations that related to a period prior to our acquisition of a majority stake in Flipkart in 2018.  Also, in October 2023, the main Mexican operating subsidiary of Wal-Mart de México was notified of the initiation of a quasi-judicial administrative process against it for alleged relative monopolistic practices in connection with the supply and wholesale distribution of certain consumer goods, retail marketing practices of such consumer 27goods and related services. Because this process is at an early stage, we cannot provide any assurance as to the scope and outcome of this matter, and cannot reasonably estimate any loss or range of loss that may arise from this matter.We can provide no assurance as to the scope or outcome of any proceeding that might result from the notice, the amount of proceeds we may receive in indemnification, and can provide no assurance as to whether there will be a material adverse effect to our business or Consolidated Financial Statements.  We are also a defendant in litigation with the Federal Trade Commission regarding our money transfer agent services and is also cooperating with and responding to subpoenas issued by the U.S. Attorney's Office for the Middle District of Pennsylvania on behalf of the U.S. Department of Justice regarding our consumer fraud prevention program and anti-money laundering compliance related to our money transfer services, where we are an agent.  We are unable to predict the outcome of the litigation or investigations or any other related actions by governmental entities regarding these matters and can provide no assurance as to the scope and outcome of these matters and whether our business, financial position, results of operations or cash flows will not be materially adversely affected.  We discuss in more detail these cases and other litigation to which we are party below under the caption "Item 3. Legal Proceedings" and in Note 10 in the "Notes to our Consolidated Financial Statements," which are part of this Annual Report on Form 10-K. Our amended and restated bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could increase the costs for our shareholders to bring claims, discourage our shareholders from bringing claims, or limit our shareholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers, associates or shareholders in such capacity.Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for claims, including derivative claims that are based upon a violation of a duty by a current or former director, officer, associate or shareholder in such capacity or as to which the Delaware General Corporation Law confers jurisdiction upon the Court of Chancery. The exclusive forum provision may increase the costs for a shareholder to bring a claim or limit a shareholder's ability to bring a claim in a judicial forum that the shareholder finds favorable for disputes with us or our directors, officers, associates or shareholders in such capacity, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our bylaws inapplicable to, or unenforceable in respect of, the claims as to which they are intended to apply, then we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial position or results of operations. While the exclusive forum provision applies to state and federal law claims, our shareholders will not be deemed to have waived our compliance with, and the exclusive forum provision will not preclude or contract the scope of exclusive federal or concurrent jurisdiction for actions brought under, the federal securities laws, including the Exchange Act, as amended, or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.Our reputation may be adversely affected if we are not able to satisfy varied stakeholder expectations with respect to our ESG goals.We strive to deliver shared value through our business and our diverse stakeholders expect us to make significant progress in certain ESG priority issue areas.  Stakeholder expectations regarding ESG matters continue to evolve and are not uniform.  We have established, and may continue to establish, various goals and initiatives on these matters, including with respect to climate change initiatives.  We cannot guarantee that we will achieve these goals and initiatives.  Any failure, or perceived failure, by us to achieve these goals and initiatives or to otherwise meet evolving and varied stakeholder expectations could adversely affect our reputation. We periodically publish information about our ESG priorities, strategies and progress on our corporate website and update our ESG reporting from time to time.  Achievement of these aspirations and goals is subject to risks and uncertainties, many of which are outside of our control, and it is possible that we may fail, or be perceived to have failed, in the achievement of our ESG goals or that certain of our customers, associates, shareholders, investors, suppliers, business partners, government agencies and non-governmental organizations might not be satisfied with our goals or our efforts toward achieving those goals.  Certain challenges we face in the achievement of our ESG objectives are also captured within our ESG reporting, which is not incorporated by reference into and does not form any part of this Annual Report on Form 10-K. A failure or perceived failure to meet our goals could adversely affect public perception of our business, associate morale or customer or shareholder support.ITEM 1B.UNRESOLVED STAFF COMMENTSNone.ITEM 1C.CYBERSECURITYWalmart seeks to build and maintain the trust of customers, associates, shareholders and other stakeholders with respect to our use of technology and data. Our digital trust commitments, in line with our Company's values of service, excellence, integrity and respect for the individual, provide a foundation for our approach to cybersecurity.28The Board of Directors, committees of the Board of Directors and management coordinate risk oversight and management responsibilities, and cybersecurity represents an important component of our overall approach to enterprise risk management. In general, we seek to address cybersecurity risks through a cross-functional approach focused on protecting business operations and preserving the confidentiality, integrity and availability of information by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.Board of Directors' oversight of risks from cybersecurity threatsOur Board of Directors, which has primary responsibility for overseeing risk management, has delegated risk management oversight responsibility for information systems, information security, data privacy and cybersecurity to the Audit Committee. Several of our Board members, including certain members of our Audit Committee, have backgrounds or professional experience in risk management, digital platforms, information technology or cybersecurity. The Audit Committee receives periodic updates from our Chief Information Security Officer ("CISO"), Chief Technology Officer ("CTO") and other members of management on risks related to information systems, information security, data privacy and cybersecurity. Specific topics may include updates to our company's approach to cybersecurity risk management; recent developments; key initiatives; the threat landscape; trends; and the results of certain assessments and testing. The Board of Directors receives regular reports from the Audit Committee chair on these and other risk-related matters as deemed necessary. Our CISO or other members of management provide information to the Audit Committee pursuant to risk-based escalation protocols for cybersecurity incidents that exceed established reporting thresholds. Management's role in assessing and managing material risks from cybersecurity threatsOur CISO leads Walmart's Information Security organization and has responsibility for overseeing our Company's cybersecurity program. To operationalize our program, we deploy multidisciplinary teams, including cybersecurity personnel and professionals, to address cybersecurity threats and respond to cybersecurity incidents, including for those non-wholly owned subsidiaries whose systems have not been fully integrated into Walmart's networks. Through ongoing engagement with these teams and certain third-party service providers, our CISO monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents and reports cybersecurity incidents that reach established thresholds to senior management and the Audit Committee, which are also analyzed for external reporting requirements.Our CISO has been a Walmart associate for over 30 years, has served in various roles in information technology and information security at Walmart for almost 20 years, and has received industry-recognized information security certifications. Our CTO, to whom the CISO reports, has served as Walmart's CTO since 2019 and prior to that had experience managing technology and other risks at several other large public companies.Risk Management and StrategyOur cybersecurity program is informed by various industry frameworks including the National Institute of Standards and Technology Cybersecurity Framework for Improving Critical Infrastructure Cybersecurity (NIST-CSF Version 1.1), which are reflected in our related policies, standards, processes and practices. We may implement changes to our cybersecurity program when deemed necessary based on updates to industry standards among other things. We have multiple layers of security designed to detect and block cybersecurity events, as well as dedicated teams of cybersecurity personnel and professionals, which assist our CISO in helping to assess, identify, monitor, detect and manage cybersecurity risks, threats, vulnerabilities and incidents. We collaborate with public and private entities and industry groups and engage third-party service providers to expand the capabilities and capacity of our cybersecurity program when deemed necessary. Certain key components of our cybersecurity program include the following:Protecting our technology and information systems: When we implement significant changes to our technologies or information systems, we conduct risk-based security and privacy impact assessments and deploy technical safeguards that are designed to reasonably protect our technology and information systems from cybersecurity threats. We actively monitor and proactively research potential cybersecurity threats to our technologies and information systems. We use what we learn to evolve our security controls over time to mitigate risks posed by such threats.Incident response and recovery planning: We maintain incident response and recovery plans that address our response to cybersecurity incidents, including incidents that we become aware of at third parties that support our operations. These plans guide how we evaluate and assign incident severity levels and reporting thresholds; escalate and engage incident response teams; and manage and mitigate the related risks.Third-party risk management: We maintain a risk-based approach to identifying and managing cybersecurity threats presented to Walmart by third-party systems that support our operations, as well as third-party users of our data and systems, including vendors, service providers and subcontractors.Training and awareness: We provide recurring information security training (which includes cybersecurity training) to our associates and certain third parties based on access, risk, roles, policies, standards and behaviors.29Assessments and testing: We engage in periodic assessment and testing of our policies, standards, processes and practices that are designed to address cybersecurity threats. These efforts include tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. We regularly engage third parties to assist with our assessments and testing. Where appropriate we adjust our cybersecurity policies, standards, processes and practices accordingly based on internal and external assessment and testing results.Certain of Walmart's systems and those of our third-party service providers have experienced cybersecurity incidents and threats. Based on the information available as of the date of this Annual Report on Form 10-K, we are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which have materially affected us or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. Despite our security measures, however, there can be no assurance that we, or the third parties with which we interact, will not experience a cybersecurity incident in the future that will materially affect us. Additional information about cybersecurity risks we face is discussed in  "Item 1A. Risk Factors," which should be read in conjunction with the information above.ITEM 2.PROPERTIESAs of January 31, 2024(1), retail unit counts for Walmart U.S., Sam's Club and International are summarized as follows:TotalSquare feet(2)Walmart U.S.Supercenters3,560 632,771 Discount Stores360 37,816 Neighborhood Markets and other small formats695 28,414 Walmart U.S. Total4,615 699,001 Sam's Club599 80,199 Domestic Total5,214 779,200 InternationalRetail5,075 236,180 Wholesale327 37,685 International Total5,402 273,865 Total Company10,616 1,053,065 (1)Walmart International unit counts, with the exception of Canada, are as of December 31, 2023, to correspond with the balance sheet date of the related geographic market.  Canada unit counts are as of January 31, 2024.(2)Square feet reported in thousands.Owned and Leased PropertiesThe following table provides further details of our retail units and distribution facilities, including return facilities and dedicated eCommerce fulfillment centers, as of January 31, 2024(1): OwnedLeased(2)TotalRetail Units    Walmart U.S. retail units4,041 574 4,615     Sam's Club retail units512 87 599 International retail units1,469 3,933 5,402             Total retail units6,022 4,594 10,616 Distribution FacilitiesWalmart U.S. distribution facilities112 50 162 Sam's Club distribution facilities10 20 30 International distribution facilities22 154 176 Total distribution facilities144 224 368 (1)Walmart International properties, with the exception of Canada, are as of December 31, 2023, to correspond with the balance sheet date of the related geographic market. Canada unit counts are as of January 31, 2024.(2)Also includes U.S. and international distribution facilities which are third-party owned and operated.30We own office facilities in Bentonville, Arkansas, that serve as our principal office and own and lease office facilities throughout the U.S. and internationally for operations as well as for field and market management.  The land on which our stores are located is either owned or leased by the Company.  We use independent contractors to construct our buildings.  All store leases provide for annual rentals, some of which escalate during the original lease or provide for additional rent based on sales volume.  Substantially all of the Company's store and club leases have renewal options, some of which include rent escalation clauses. For further information on our distribution centers, see the caption "Distribution" provided for each of our segments under "Item 1. Business."ITEM 3.LEGAL PROCEEDINGSI. SUPPLEMENTAL INFORMATION: The Company is involved in legal proceedings arising in the normal course of its business, including litigation, arbitration and other claims, and investigations, inspections, subpoenas, audits, claims, inquiries and similar actions by governmental authorities. We discuss certain legal proceedings in Note 10 to our Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data," which is captioned "Contingencies," under the sub-caption "Legal Proceedings."  We refer you to that discussion for important information concerning those legal proceedings, including the basis for such actions and, where known, the relief sought.  We provide the following additional information concerning those legal proceedings, including the name of the lawsuit, the court in which the lawsuit is pending, and the date on which the petition commencing the lawsuit was filed.Prescription Opiate Litigation: In re National Prescription Opiate Litigation (MDL No. 2804) (the "MDL"). The MDL is pending in the U.S. District Court for the Northern District of Ohio and includes over 340 cases as of March 4, 2024. The liability phase of a single, two-county trial in one of the MDL cases against a number of parties, including the Company, regarding opioid dispensing claims resulted in a jury verdict on November 23, 2021, finding in favor of the plaintiffs as to the liability of all defendants, including the Company. The abatement phase of the single, two-county trial resulted in a judgment on August 17, 2022, that ordered all three defendants, including the Company, to pay an aggregate amount of approximately $0.7 billion over fifteen years, on a joint and several liability basis, and granted the plaintiffs injunctive relief. The Company has filed an appeal with the Sixth Circuit Court of Appeals. The monetary aspect of the judgment is stayed pending appeal, and the injunctive portion of the judgment went into effect on February 20, 2023.  On September 11, 2023, the Sixth Circuit Court of Appeals issued an order certifying certain questions in the appeal for review by the Supreme Court of Ohio.  On November 29, 2023, the Supreme Court of Ohio accepted the request for certification, and the matter remains pending with that court.  On October 25, 2023, the MDL designated four cases brought by third-party payers as bellwether cases to proceed through discovery. Additional bellwethers of cases brought by hospitals and other healthcare providers may be designated in the future.   In addition, there are over 50 other cases pending in state and federal courts throughout the country against the Company as of March 4, 2024, as well as other cases in Canada against Wal-Mart Canada Corp. and certain other subsidiaries of the Company. The case citations and currently scheduled trial dates, where applicable, are listed on Exhibit 99.1 to this Annual Report on Form 10-K.Opioid Settlement Framework: On November 15, 2022, the Company announced that it had agreed to a Settlement Framework to resolve substantially all opioids-related lawsuits filed against the Company by states, political subdivisions, and Native American tribes (other than the single, two-county trial on appeal to the Sixth Circuit Court of Appeals as described above), as described in more detail in Note 10 to the Consolidated Financial Statements. The Company now has settlement agreements with all 50 states, including four states that previously settled with the Company, as well as the District of Columbia, Puerto Rico and three other U.S. territories, that are intended to resolve substantially all opioids-related lawsuits brought by state and local governments against the Company. As described in more detail in Note 10 to the Consolidated Financial Statements, the Settlement Framework became effective on September 6, 2023, and as of January 31, 2024 substantially all of the original approximately $3.3 billion accrued liability for the Settlement Framework and other settlements have been paid.DOJ Opioid Civil Litigation: A civil complaint pending in the U.S. District Court for the District of Delaware has been filed by the U.S. Department of Justice (the "DOJ") against the Company, in which the DOJ alleges violations of the Controlled Substances Act related to nationwide distribution and dispensing of opioids. U.S. v. Walmart Inc., et al., USDC, Dist. of DE, 12/22/20. The Company filed a motion to dismiss the DOJ complaint on February 22, 2021. After the parties had fully briefed the Company's motion to dismiss, the DOJ filed an amended complaint on October 7, 2022. On November 7, 2022, the Company filed a partial motion to dismiss the amended complaint. The Court held a hearing on the partial motion to dismiss on January 18, 2024, and ordered the DOJ to file an amended complaint. The DOJ filed that amended complaint on February 1, 2024, and Walmart filed a partial motion to dismiss that complaint on February 6, 2024. On March 11, 2024, the Court granted in-part Walmart's motion by dismissing the entirety of the DOJ's claims related to distribution and dismissing the DOJ's claims arising under one of the DOJ's two dispensing liability theories.  The DOJ's claims arising under its other dispensing liability theory remain pending.31Opioids Related Securities Class Actions and Derivative Litigation: Three derivative complaints and two securities class actions drawing heavily on the allegations of the DOJ complaint have been filed in Delaware naming the Company and various current and former directors and certain current and former officers as defendants. The plaintiffs in the derivative suits (in which the Company is a nominal defendant) allege, among other things, that the defendants breached their fiduciary duties in connection with oversight of opioids dispensing and distribution and that the defendants violated Section 14(a) of the Exchange Act, and are liable for contribution under Section 10(b) of the Exchange Act in connection with the Company's disclosures about opioids. Two of the derivative suits have been filed in the U.S. District Court in Delaware and those suits have been stayed pending further developments in other opioids litigation matters. The other derivative suit has been filed in the Delaware Court of Chancery. The defendants in the derivative suit pending in the Delaware Court of Chancery moved to dismiss and/or to stay that case on December 21, 2021; the plaintiffs responded by filing an amended complaint on February 22, 2022. On April 20, 2022, the defendants moved to dismiss and/or stay proceedings on the amended complaint.  In two orders issued on April 12 and 26, 2023, the Court of Chancery granted the defendants' motion to dismiss with respect to claims involving the Company's distribution practices and denied the remainder of the motion, including the Company's request to stay the litigation.  On May 5, 2023, the Company's Board of Directors appointed an independent Special Litigation Committee (the "SLC") to investigate the allegations regarding certain current and former officers and directors named in the various proceedings regarding oversight with respect to opioids.  The Board has authorized the SLC to retain independent legal counsel and such other advisors as the SLC deems appropriate in carrying out its duties. The derivative matter pending in the Delaware Court of Chancery is stayed until the SLC completes its investigation. The securities class actions, alleging violations of Sections 10(b) and 20(a) of the Exchange Act regarding the Company's disclosures with respect to opioids, purport to be filed on behalf of a class of investors who acquired Walmart stock from March 30, 2016, through December 22, 2020. On May 11, 2021, the U.S. District Court in Delaware consolidated the class actions and appointed a lead plaintiff and lead counsel. The defendants moved to dismiss the consolidated securities class action on October 8, 2021. On October 14, 2022, plaintiffs filed an amended complaint, which revised the applicable putative class of investors to those who acquired Walmart stock from March 31, 2017, through December 22, 2020. On November 16, 2022, the Company moved to dismiss the amended complaint. That motion remains pending.Derivative Lawsuits: Abt v. Alvarez et al., USDC, Dist. of DE, 2/9/21; Nguyen v. McMillon et al., USDC, Dist. of DE, 4/16/21: Ontario Provincial Council of Carpenters' Pension Trust Fund et al. v. Walton et al., DE Court of Chancery, 9/27/21.Securities Class Actions: Stanton v. Walmart Inc. et al., USDC, Dist. of DE, 1/20/21 and Martin v. Walmart Inc. et al., USDC, Dist. of DE, 3/5/21, consolidated into In re Walmart Inc. Securities Litigation, USDC, Dist. of DE, 5/11/21.ASDA Equal Value Claims: Ms S Brierley & Others v. ASDA Stores Ltd (2406372/2008 & Others – Manchester Employment Tribunal); Abbas & Others v Asda Stores limited (KB-2022-003243); and Abusubih & Others v Asda Stores limited (KB-2022-003240).Money Transfer Agent Services Litigation: Federal Trade Commission v. Walmart Inc. (CV-3372), USDC, N. Dist. Of Ill, 6/28/22.Mexico Antitrust Matter: Comisión Federal de Competencia Económica of México, Investigative Authority v. Nueva Wal-Mart de México, S.de R.L. de C.V. (Docket IO-002-2020, consolidated with Docket DE-026-2020), Mexico, 10/6/23.II. CERTAIN OTHER MATTERS: Foreign Direct Investment Matters: In July 2021, the Directorate of Enforcement in India issued a show cause notice to Flipkart Private Limited and one of its subsidiaries ("Flipkart"), and to unrelated companies and individuals, including certain current and former shareholders and directors of Flipkart. The notice requests the recipients to show cause as to why further proceedings under India's Foreign Direct Investment rules and regulations (the "Rules") should not be initiated against them based on alleged violations during the period from 2009 to 2015, prior to the Company's acquisition of a majority stake in Flipkart in 2018. The notice is an initial stage of proceedings under the Rules which could, depending upon the conclusions at the end of the initial stage, lead to a hearing to consider the merits of the allegations described in the notice. If a hearing is initiated and if it is determined that violations of the Rules occurred, the regulatory authority has the authority to impose monetary and/or non-monetary relief. Flipkart has begun the process of responding to the notice and, if the matter progresses to a consideration of the merits of the allegations described in the notice is initiated, Flipkart intends to defend against the allegations vigorously. Due to the fact that this process is in an early stage, the Company is unable to predict whether the notice will lead to a hearing on the merits or, if it does, the final outcome of the resulting proceedings. While the Company does not currently believe that this matter will have a material adverse effect on its business, financial condition, results of operations or cash flows, the Company can provide no assurance as to the scope or outcome of any proceeding that might result from the notice, the amount of the proceeds the Company may receive in indemnification from individuals and entities that sold shares to the Company under the 2018 agreement pursuant to which the Company acquired its majority stake in Flipkart, and can provide no assurance as to whether there will be a material adverse effect to its business or its Consolidated Financial Statements.  32III. ENVIRONMENTAL MATTERS: Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the Company reasonably believes will exceed an applied threshold not to exceed $1 million.  In December 2021, the Office of the Attorney General of the State of California filed suit against the Company, bringing enforcement claims regarding Walmart's management of waste consumer products at its California facilities that are alleged to be hazardous. The suit was filed in Superior Court of Alameda County, California, Case No. 21CV004367, People v. Walmart Inc.  Trial is currently set for September 30, 2024. The Company believes it has strong defenses and is vigorously defending this litigation matter. While the Company cannot predict the ultimate outcome of this matter, the potential for penalties or settlement costs could exceed $1 million. Although the Company does not believe that this matter will have a material adverse effect on its business, financial position, results of operations or cash flows, the Company can provide no assurance as to the scope and outcome of this matter and no assurance as to whether there will be a material adverse effect to its business or its Consolidated Financial Statements.In October 2023, the Company received a Finding of Violation from the U.S. Environmental Protection Agency (the "EPA") alleging violations of the Clean Air Act in connection with the Company's refrigeration leak detection and repair program at certain of its facilities.  The Company is evaluating the findings and cooperating with the EPA in its investigation. The EPA may seek to impose monetary and non-monetary penalties for the alleged violations of the Clean Air Act.  Due to the fact that this process is in an early stage, the Company is unable to predict the final outcome of this matter.  Although the Company does not believe this matter will have a material adverse effect on its business, financial position, results of operations or cash flows, the Company can provide no assurance as to the scope or outcome of this matter and no assurance as to whether there will be a material adverse effect to its business or its Consolidated Financial Statements.ITEM 4.MINE SAFETY DISCLOSURESNot applicable.33PART IIITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket for Common StockThe principal market on which Walmart's common stock is listed for trading is the New York Stock Exchange.  The common stock trades under the symbol "WMT."Holders of Record of Common StockAs of March 13, 2024, there were 200,344 holders of record of Walmart's common stock, although there is a much larger number of beneficial owners.Stock Performance ChartThis graph compares the cumulative total shareholder return on Walmart's common stock during the five fiscal years ended through fiscal 2024 to the cumulative total returns on the S&P 500 Consumer Discretionary Distribution & Retailing Index (formerly named the S&P 500 Retailing Index) and the S&P 500 Index.  The comparison assumes $100 was invested on February 1, 2019 in shares of our common stock and in each of the indices shown and assumes that all of the dividends were reinvested.*Assumes $100 Invested on February 1, 2019Assumes Dividends Reinvested Fiscal Year ended January 31, 2024Fiscal Years Ended January 31,201920202021202220232024Walmart Inc.$100.00 $120.27 $148.41 $148.47 $153.58 $177.30 S&P 500 Index100.00121.68142.67175.90161.45195.06S&P 500 Consumer Discretionary Distribution & Retailing Index100.00117.54166.19180.56147.66190.67Issuer Repurchases of Equity SecuritiesFrom time to time, the Company repurchases shares of our common stock under share repurchase programs authorized by the Company's Board of Directors.  All repurchases made during fiscal 2024 were made under the current $20.0 billion share repurchase program approved in November 2022, which has no expiration date or other restrictions limiting the period over which the Company can make repurchases. As of January 31, 2024, authorization for $16.5 billion of share repurchases remained under the share repurchase program.  Any repurchased shares are constructively retired and returned to an unissued status.34Share repurchase activity under our share repurchase programs, on a trade date basis, for each month in the quarter ended January 31, 2024, was as follows:Fiscal PeriodTotal Number ofShares Repurchased(1)Average Price Paidper Share(in dollars)(1)Total Number ofShares Repurchasedas Part of PubliclyAnnounced Plans orPrograms(1)Approximate Dollar Value ofShares that May Yet BeRepurchased Under thePlans or Programs(2)(in billions)November 1-30, 20235,340,951 $51.99 5,340,951 $17.8 December 1-31, 202313,913,403 51.41 13,913,403 17.1 January 1-31, 202410,211,025 53.62 10,211,025 16.5 Total29,465,379 29,465,379 (1) Share and per share information in this table has been adjusted to reflect the 3-for-1 common stock split effected on February 23, 2024.  Refer to Note 1.(2)  Represents the approximate dollar value of shares that could have been repurchased under the current plan at the end of the month. ITEM 6.RESERVED35ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOverviewThis discussion, which presents our results for the fiscal years ended January 31, 2024 ("fiscal 2024"), January 31, 2023 ("fiscal 2023") and January 31, 2022 ("fiscal 2022"), should be read in conjunction with our Consolidated Financial Statements and the accompanying notes.  We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from period to period and the primary factors that accounted for those changes.  We also discuss certain performance metrics that management uses to assess the Company's performance.  Additionally, the discussion provides information about the financial results of each of the three segments to provide a better understanding of how each of those segments and its results of operations affect the financial position and results of operations of the Company as a whole.Throughout this Item 7, we discuss segment operating income, comparable store and club sales and other measures.  Management measures the results of the Company's segments using each segment's operating income, including certain corporate overhead allocations, as well as other measures.  From time to time, we revise the measurement of each segment's operating income and other measures as determined by the information regularly reviewed by our chief operating decision maker. Management also measures the results of comparable store and club sales, or comparable sales, a metric that indicates the performance of our existing stores and clubs by measuring the change in sales for such stores and clubs, for a particular period from the corresponding period in the previous year.  Walmart's definition of comparable sales includes sales from stores and clubs open for the previous 12 months, including remodels, relocations, expansions and conversions, as well as eCommerce sales.  We measure the eCommerce sales impact by including all sales initiated digitally, including omni-channel transactions which are fulfilled through our stores and clubs as well as certain other business offerings that are part of our ecosystem, such as our Walmart Connect advertising business.  Sales at a store that has changed in format are excluded from comparable sales when the conversion of that store is accompanied by a relocation or expansion that results in a change in the store's retail square feet of more than five percent.  Sales related to divested businesses are excluded from comparable sales, and sales related to acquisitions are excluded until such acquisitions have been owned for 12 months.  Comparable sales are also referred to as "same-store" sales by others within the retail industry.  The method of calculating comparable sales varies across the retail industry.  As a result, our calculation of comparable sales is not necessarily comparable to similarly titled measures reported by other companies.In discussing our operating results, the term currency exchange rates refers to the currency exchange rates we use to convert the operating results for countries where the functional currency is not the U.S. dollar into U.S. dollars.  We calculate the effect of changes in currency exchange rates as the difference between current period activity translated using the current period's currency exchange rates and the comparable prior year period's currency exchange rates. Additionally, no currency exchange rate fluctuations are calculated for non-USD acquisitions until owned for 12 months.  Throughout our discussion, we refer to the results of this calculation as the impact of currency exchange rate fluctuations.  Volatility in currency exchange rates may impact the results, including net sales and operating income, of the Company and the Walmart International segment in the future.On February 23, 2024, the Company effected a 3-for-1 forward split of its common stock and a proportionate increase in the number of authorized shares. All share and per share information, including share based compensation, throughout this Annual Report on Form 10-K has been retroactively adjusted to reflect the stock split.We have taken certain strategic actions across our segments, including an increased emphasis on investments in automation and supply chain as well as diversifying our earnings streams through category and business mix.  Additionally, in the Walmart International segment, we have taken strategic actions to reshape our portfolio including the following highlights over the last three years:•In February 2021, we completed the sale of Asda for net consideration of $9.6 billion. Refer to Note 12.•In March 2021, we completed the sale of Seiyu for net consideration of $1.2 billion.  Refer to Note 12.•In November 2022, we completed the buyout of the noncontrolling interest shareholders of our Massmart subsidiary (Refer to Note 3) and in December 2022, we exited operations in certain countries in Africa. •In December 2022, we increased our ownership in PhonePe as part of the separation from our majority-owned Flipkart subsidiary.  Refer to Note 3.We operate in a highly competitive omni-channel retail industry in all of the markets we serve.  We face strong sales competition from other discount, department, drug, dollar, variety and specialty stores, warehouse clubs and supermarkets, as well as eCommerce, health and wellness, financial services, advertising and data service businesses.  Many of these competitors are national, regional or international chains or have a national or international omni-channel or eCommerce presence.  We compete with a number of companies for attracting and retaining quality associates.  We, along with other retail companies, are 36influenced by a number of factors including, but not limited to: catastrophic events, weather and other risks related to climate change, global health epidemics and pandemics, competitive pressures, consumer disposable income, consumer debt levels and buying patterns, consumer credit availability, disruptions in supply chain, inventory management, cost and availability of goods, currency exchange rate fluctuations, customer preferences, inflation, deflation, fuel and energy prices, general economic conditions, insurance costs, interest rates, labor availability and costs, tax rates, the imposition of tariffs, cybersecurity attacks and unemployment.  Further information on the factors that can affect our operating results and on certain risks to our Company and an investment in its securities can be found herein under "Item 1A. Risk Factors." We are committed to helping customers save money and live better through everyday low prices, supported by everyday low costs. Merchandise costs for fiscal 2024 continued to be impacted by inflation, however at a lower rate than we experienced in fiscal 2023.  The impact to our net sales and gross profit margin is influenced in part by our pricing and merchandising strategies in response to cost increases. Those pricing strategies include but are not limited to: absorbing cost increases instead of passing those cost increases on to our customers and members; reducing prices in certain merchandise categories; focusing on opening price points for certain food categories; and when necessary, passing cost increases on to our customers and members. Merchandising strategies include, but are not limited to: working with our suppliers to reduce product costs and share in absorbing cost increases; focusing on private label brands and smaller pack sizes; earlier-than-usual purchasing and in greater volumes or moderating purchasing in certain categories; and securing ocean carrier and container capacity. These strategies have and may continue to impact gross profit as a percentage of net sales.We expect continued uncertainty in our business and the global economy due to inflationary trends; swings in macroeconomic conditions and their effect on consumer confidence; volatility in employment trends; supply chain pressures; and ongoing uncertainties related to global health epidemics or pandemics, any of which may impact our results.  For a detailed discussion on results of operations by reportable segment, refer to "Results of Operations" below.Company Performance MetricsWe are committed to helping customers save money and live better through everyday low prices, supported by everyday low costs.  At times, we adjust our business strategies to maintain and strengthen our competitive positions in the countries in which we operate.  We define our financial priorities as follows: •Growth - serve customers through a seamless omni-channel experience;•Margin - improve our operating income margin through productivity initiatives as well as category and business mix; and•Returns - improve our Return on Investment ("ROI") through margin improvement and disciplined capital spend.GrowthOur objective of prioritizing growth means we will focus on serving customers and members however they want to shop through our omni-channel business model.  This includes increasing comparable store and club sales through increasing membership at Sam's Club and through Walmart+, accelerating eCommerce sales growth and expansion of omni-channel initiatives that complement our strategy.Comparable sales is a metric that indicates the performance of our existing stores and clubs by measuring the change in sales for such stores and clubs, including eCommerce sales, for a particular period over the corresponding period in the previous year.  The retail industry generally reports comparable sales using the retail calendar (also known as the 4-5-4 calendar).  To be consistent with the retail industry, we provide comparable sales using the retail calendar in our quarterly earnings releases.  However, when we discuss our comparable sales below, we are referring to our calendar comparable sales calculated using our fiscal calendar, which may result in differences when compared to comparable sales using the retail calendar. We focus on comparable sales in the U.S. as we believe it is a meaningful metric within the context of the U.S. retail market where there is a single currency, one inflationary market and generally consistent store and club formats from year to year.Calendar comparable sales, as well as the impact of fuel, for fiscal 2024 and 2023, were as follows: Fiscal Years Ended January 31, 2024202320242023 With FuelFuel ImpactWalmart U.S.5.5%7.0%(0.1)%0.4%Sam's Club2.3%14.6%(2.6)%4.2%Total U.S.4.9%8.2%(0.6)%1.0%Comparable sales in the U.S., including fuel, increased 4.9% and 8.2% in fiscal 2024 and 2023, respectively, when compared to the previous fiscal year.  Walmart U.S. comparable sales increased 5.5% and 7.0% in fiscal 2024 and 2023, respectively.  For fiscal 2024, comparable sales growth was driven by growth in transactions combined with growth in average ticket, including strong sales in grocery and health and wellness.  For fiscal 2023, comparable sales growth was driven by growth in average ticket, including strong food sales and higher inflation impacts in certain merchandise categories, as well as growth in 37transactions. Walmart U.S. eCommerce sales positively contributed approximately 2.6% and 0.7% to comparable sales for fiscal 2024 and 2023, respectively, which was primarily driven by store pickup and delivery.  Comparable sales at Sam's Club increased 2.3% and 14.6% in fiscal 2024 and 2023, respectively.  For fiscal 2024, Sam's Club comparable sales benefited from growth in transactions and average ticket, including strong sales in grocery and health and wellness.  Sam's Club comparable sales for fiscal 2023 benefited from growth in transactions and average ticket and included higher inflation impacts in certain merchandise categories.  Sam's Club eCommerce sales positively contributed approximately 1.7% and 0.8% to comparable sales for fiscal 2024 and 2023, respectively. MarginOur objective of prioritizing margin focuses on growth with a focus on incremental margin accretion through a combination of productivity improvements as well as category and business mix.  We invest in technology and process improvements to increase productivity, manage inventory and reduce costs and we operate with discipline by managing expenses and optimizing the efficiency of how we work.  Additionally, we focus on our mix of businesses, including the expansion of connected value streams with higher margins, such as advertising and membership income.  Our objective is to achieve operating income leverage, which we define as growing operating income at a faster rate than net sales.  Fiscal Years Ended January 31,(Amounts in millions, except unit counts)20242023Net sales$642,637 $605,881 Percentage change from comparable period6.1 %6.7 %Gross profit as a percentage of net sales23.7 %23.5 %Operating, selling, general and administrative expenses as a percentage of net sales20.4 %21.0 %Operating income$27,012 $20,428 Operating income as a percentage of net sales4.2 %3.4 %Gross profit as a percentage of net sales ("gross profit rate") increased 27 and decreased 98 basis points for fiscal 2024 and 2023, respectively, when compared to the previous fiscal year.  For fiscal 2024, the increase was primarily driven by the Walmart U.S. segment, due to managing prices aligned to our competitive historic price gaps and lapping higher markdowns incurred in the prior year, partially offset by product mix shifts into lower margin categories.  For fiscal 2023, the decrease was primarily due to markdowns and merchandise mix in the U.S., higher supply chain costs and inflation related LIFO charges in the Sam's Club segment.For fiscal 2024, operating expenses as a percentage of net sales decreased 60 basis points when compared to the previous fiscal year. Operating expenses as a percentage of net sales were positively impacted by lapping charges of $3.3 billion related to opioid-related legal settlements and $0.8 billion related to the reorganization and restructuring of certain businesses in the Walmart International segment in the prior year.For fiscal 2023, operating expenses as a percentage of net sales increased 23 basis points when compared to the previous fiscal year.  Operating expenses as a percentage of net sales were negatively impacted by the charges related to opioid-related legal settlements and the reorganization and restructuring of certain businesses in the Walmart International segment discussed above.  These charges were partially offset by growth in net sales and lower incremental COVID-19 costs.Operating income as a percentage of net sales increased 83 basis points and decreased 120 basis points for fiscal 2024 and 2023, respectively, due to the factors described above.ReturnsAs we execute our financial framework, we believe our return on capital will improve over time.  We measure return on capital with our return on assets, return on investment and free cash flow metrics.  We also provide returns in the form of share repurchases and dividends, which are discussed in the Liquidity and Capital Resources section.Return on Assets and Return on Investment We include Return on Assets ("ROA"), the most directly comparable measure based on our financial statements presented in accordance with generally accepted accounting principles in the U.S. ("GAAP"), and Return on Investment ("ROI") as metrics to assess returns on assets.  While ROI is considered a non-GAAP financial measure, management believes ROI is a meaningful metric to share with investors because it helps investors assess how effectively Walmart is deploying its assets.  Trends in ROI can fluctuate over time as management balances long-term strategic initiatives with possible short-term impacts.  ROA was 6.6% and 4.6% for fiscal 2024 and 2023, respectively.  The increase in ROA was primarily due to the increase in consolidated net income, which was driven by higher operating income.  ROI was 15.0% and 12.7% for fiscal 2024 and 2023, respectively. The increase in ROI was the result of an increase in operating income, primarily due to lapping charges associated with opioid-related legal settlements as well as reorganization and restructuring expenses, all recorded in fiscal 2023, as well as improvements in business performance, partially offset by an increase in average invested capital, primarily due to higher purchases of property and equipment.  38We define ROI as adjusted operating income (operating income plus interest income, depreciation and amortization, and rent expense) for the trailing twelve months divided by average invested capital during that period.  We consider average invested capital to be the average of our beginning and ending total assets, plus average accumulated depreciation and average amortization, less average accounts payable and average accrued liabilities for that period.Our calculation of ROI is considered a non-GAAP financial measure because we calculate ROI using financial measures that exclude and include amounts that are included and excluded in the most directly comparable GAAP financial measure.  For example, we exclude the impact of depreciation and amortization from our reported operating income in calculating the numerator of our calculation of ROI.  As mentioned above, we consider ROA to be the financial measure computed in accordance with GAAP most directly comparable to our calculation of ROI.  ROI differs from ROA (which is consolidated net income for the period divided by average total assets for the period) because ROI: adjusts operating income to exclude certain expense items and adds interest income; and adjusts total assets for the impact of accumulated depreciation and amortization, accounts payable and accrued liabilities to arrive at total invested capital.  Because of the adjustments mentioned above, we believe ROI more accurately measures how we are deploying our key assets and is more meaningful to investors than ROA.  Although ROI is a standard financial measure, numerous methods exist for calculating a company's ROI.  As a result, the method used by management to calculate our ROI may differ from the methods used by other companies to calculate their ROI.The calculation of ROA and ROI, along with a reconciliation of ROI to the calculation of ROA, the most comparable GAAP financial measure, is as follows:  Fiscal Years Ended January 31,(Amounts in millions)20242023CALCULATION OF RETURN ON ASSETSNumeratorConsolidated net income$16,270 $11,292 DenominatorAverage total assets(1)$247,798 $244,029 Return on assets (ROA)6.6 %4.6 %CALCULATION OF RETURN ON INVESTMENTNumeratorOperating income$27,012 $20,428 + Interest income546 254 + Depreciation and amortization11,853 10,945 + Rent2,277 2,306 ROI operating income$41,688 $33,933 DenominatorAverage total assets(1)$247,798 $244,029   + Average accumulated depreciation and amortization(1)114,944 106,249 - Average accounts payable(1)55,277 54,502 - Average accrued liabilities(1)29,943 28,593 Average invested capital$277,522 $267,183 Return on investment (ROI)15.0 %12.7 % (1)  The average is based on the addition of the account balance at the end of the current period to the account balance at the end of the prior period and dividing by 2. As of January 31, 202420232022Certain Balance Sheet Data Total assets$252,399 $243,197 $244,860 Accumulated depreciation and amortization119,602 110,286 102,211 Accounts payable56,812 53,742 55,261 Accrued liabilities28,759 31,126 26,060 39Strategic Capital AllocationOur strategy includes allocating the majority of our capital to higher-return areas focused on automation such as eCommerce, supply chain and store and club investments.  The following table provides additional detail regarding our capital expenditures:(Amounts in millions)Fiscal Years Ended January 31,Allocation of Capital Expenditures20242023Supply chain, customer-facing initiatives and technology$11,828 $9,209 Store and club remodels5,792 4,990 New stores and clubs, including expansions and relocations75 33 Total U.S.$17,695 $14,232 Walmart International2,911 2,625 Total capital expenditures$20,606 $16,857 Free Cash FlowFree cash flow is considered a non-GAAP financial measure.  Management believes, however, that free cash flow, which measures our ability to generate additional cash from our business operations, is an important financial measure for use in evaluating the Company's financial performance.  Free cash flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity.  See "Liquidity and Capital Resources" for discussions of GAAP metrics including net cash provided by operating activities, net cash used in investing activities and net cash used in financing activities.We define free cash flow as net cash provided by operating activities in a period minus payments for property and equipment made in that period.  We had net cash provided by operating activities of $35.7 billion, $28.8 billion and $24.2 billion for fiscal 2024, 2023 and 2022, respectively.  We generated free cash flow of $15.1 billion, $12.0 billion and $11.1 billion for fiscal 2024, 2023 and 2022, respectively.  The increase in net cash provided by operating activities in fiscal 2024 is primarily due to higher cash provided by operating income, as well as timing of certain payments and strategic inventory management as part of working capital initiatives, partially offset by payment of the remaining accrued opioid legal charges.  Free cash flow for fiscal 2024 increased when compared to fiscal 2023 due to the increase in operating cash flows described above, partially offset by an increase of $3.7 billion in capital expenditures to support our investment strategy.  Net cash provided by operating activities for fiscal 2023 increased when compared to fiscal 2022 primarily due to moderated levels of inventory purchases, partially offset by a decline in operating income and the timing of certain payments.  Free cash flow for fiscal 2023 increased when compared to fiscal 2022 due to the increase in net cash provided by operating activities described above, partially offset by an increase of $3.8 billion in capital expenditures to support our investment strategy.Walmart's definition of free cash flow is limited in that it does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions.  Therefore, we believe it is important to view free cash flow as a measure that provides supplemental information to our Consolidated Statements of Cash Flows.Although other companies report their free cash flow, numerous methods may exist for calculating a company's free cash flow. As a result, the method used by management to calculate our free cash flow may differ from the methods used by other companies to calculate their free cash flow.The following table sets forth a reconciliation of free cash flow, a non-GAAP financial measure, to net cash provided by operating activities, which we believe to be the GAAP financial measure most directly comparable to free cash flow, as well as information regarding net cash used in investing activities and net cash used in financing activities. Fiscal Years Ended January 31,(Amounts in millions)202420232022Net cash provided by operating activities$35,726 $28,841 $24,181 Payments for property and equipment(20,606)(16,857)(13,106)Free cash flow$15,120 $11,984 $11,075 Net cash used in investing activities(1)$(21,287)$(17,722)$(6,015)Net cash used in financing activities(13,414)(17,039)(22,828)(1)  "Net cash used in investing activities" includes payments for property and equipment, which is also included in our computation of free cash flow.40Results of OperationsConsolidated Results of OperationsFiscal Years Ended January 31,(Amounts in millions, except unit counts)202420232022Total revenues$648,125 $611,289 $572,754 Percentage change from comparable period6.0 %6.7 %2.4 %Net sales$642,637 $605,881 $567,762 Percentage change from comparable period6.1 %6.7 %2.3 %Total U.S. calendar comparable sales increase4.9 %8.2 %7.7 %Gross profit rate23.7 %23.5 %24.4 %Operating income$27,012 $20,428 $25,942 Operating income as a percentage of net sales4.2 %3.4 %4.6 %Loss on extinguishment of debt$— $— $2,410 Other (gains) and losses$3,027 $1,538 $3,000 Consolidated net income$16,270 $11,292 $13,940 Unit counts at period end(1)10,616 10,623 10,593 Retail square feet at period end(1)1,053 1,056 1,060 (1)      Unit counts and associated retail square feet are presented for stores and clubs generally open as of period end, and reflects the removal of stores in the U.K. and Japan subsequent to closing the divestitures in fiscal 2022.  Permanently closed locations are not included in these metrics.  Our total revenues, which includes net sales and membership and other income, increased $36.8 billion or 6.0% and $38.5 billion or 6.7% for fiscal 2024 and 2023, respectively, when compared to the previous fiscal year.  These increases in revenues were primarily due to increases in net sales, which increased $36.8 billion or 6.1% and $38.1 billion or 6.7% for fiscal 2024 and 2023, respectively, when compared to the previous fiscal year. For fiscal 2024, the increase was primarily due to positive comparable sales for the Walmart U.S. and Sam's Club segments, which were driven by growth in transactions, combined with growth in average ticket, including strong sales in grocery and health and wellness, along with positive comparable sales across our international markets. Net sales were positively impacted by $3.0 billion of fluctuations in currency exchange rates during fiscal 2024.  For fiscal 2023, the increase was primarily due to strong positive comparable sales for the Walmart U.S. and Sam's Club segments which was driven by growth in average ticket, including strong food sales and higher inflation impacts in certain merchandise categories, as well as growth in transactions, along with positive comparable sales in all of our international markets. Additionally, net sales were negatively impacted by a decrease of $5.0 billion related to the divestiture of our operations in the U.K. and Japan, which closed in the first quarter of fiscal 2022 and $3.7 billion of fluctuations in currency exchange rates during fiscal 2023. Our gross profit rate increased 27 basis points and decreased 98 basis points for fiscal 2024 and 2023, respectively, when compared to the previous fiscal year.  For fiscal 2024, the increase was primarily driven by the Walmart U.S. segment, due to managing prices aligned to our competitive historic price gaps and lapping higher markdowns incurred in the prior year, partially offset by product mix shifts into lower margin categories.  For fiscal 2023, the decrease was primarily due to markdowns and merchandise mix in the U.S., higher supply chain costs and inflation related LIFO charges in the Sam's Club segment.For fiscal 2024, operating expenses as a percentage of net sales decreased 60 basis points when compared to the previous fiscal year.  Operating expenses as a percentage of net sales were positively impacted by lapping charges of $3.3 billion related to opioid-related legal settlements and $0.8 billion related to the reorganization and restructuring of certain businesses in the Walmart International segment in the prior year.  For fiscal 2023, operating expenses as a percentage of net sales increased 23 basis points when compared to the previous fiscal year.  Operating expenses as a percentage of net sales were negatively impacted by the charges related to opioid-related legal settlements and the reorganization and restructuring of certain businesses in the Walmart International segment discussed above.  These charges were partially offset by growth in net sales and lower incremental COVID-19 costs.  Loss on extinguishment of debt was $2.4 billion in fiscal 2022 due to the early retirement of certain higher rate long-term debt to reduce interest expense in future periods.  There were no such early retirements of debt in fiscal 2024 and fiscal 2023.  Other gains and losses consist of certain non-operating items, such as the change in the fair value of our investments and gains or losses on business dispositions, which by their nature can fluctuate from period to period. Other gains and losses consisted of a net loss of $3.0 billion and $1.5 billion for fiscal 2024 and 2023, respectively.  The net loss in fiscal 2024 primarily consists of net losses associated with the fair value changes of our equity and other investments.  The net loss in fiscal 2023 primarily consists of: net losses associated with the fair value changes of our equity and other investments; a gain of $0.4 billion recognized on the sale of our remaining equity method investment in Brazil; and a $0.2 billion dividend from one of our investments.41Our effective income tax rate was 25.5%, 33.6%, and 25.4% for fiscal 2024, 2023 and 2022, respectively.  The higher effective tax rate in fiscal 2023 as compared to both fiscal 2024 and fiscal 2022 is primarily due to the tax impact of the business reorganization resulting in the full separation of PhonePe from Flipkart in fiscal 2023. Our effective income tax rate may also fluctuate as a result of various factors, including changes in our assessment of unrecognized tax benefits, valuation allowances, changes in tax law, outcomes of administrative audits, the impact of discrete items and the mix and size of earnings among our U.S. operations and international operations, which are subject to statutory rates that are generally higher than the U.S. statutory rate.  The reconciliation from the U.S. statutory rate to the effective income tax rates for fiscal 2024, 2023 and 2022 is presented in Note 9.As a result of the factors discussed above, we reported $16.3 billion and $11.3 billion of consolidated net income for fiscal 2024 and 2023, respectively, which represents an increase of $5.0 billion and a decrease of $2.6 billion for fiscal 2024 and 2023, respectively, when compared to the previous fiscal year.  Diluted net income per common share attributable to Walmart ("EPS") was $1.91, $1.42 and $1.62 for fiscal 2024, 2023 and 2022, respectively. Walmart U.S. Segment Fiscal Years Ended January 31,(Amounts in millions, except unit counts)202420232022Net sales$441,817 $420,553 $393,247 Percentage change from comparable period5.1 %6.9 %6.3 %Calendar comparable sales increase5.5 %7.0 %6.4 %Operating income$22,154 $20,620 $21,587 Operating income as a percentage of net sales5.0 %4.9 %5.5 %Unit counts at period end4,615 4,717 4,742 Retail square feet at period end699 702 703 Net sales for the Walmart U.S. segment increased $21.3 billion or 5.1% and $27.3 billion or 6.9% for fiscal 2024 and 2023, respectively, when compared to the previous fiscal year.  The increases in net sales were primarily due to increases in comparable sales of 5.5% and 7.0% for fiscal 2024 and 2023, respectively.  Comparable sales in fiscal 2024 were driven by growth in transactions combined with growth in average ticket, including strong sales in grocery and health and wellness.  Comparable sales in fiscal 2023 were driven by growth in average ticket, including strong food sales and higher inflation impacts in certain merchandise categories, as well as growth in transactions.  Walmart U.S. eCommerce sales positively contributed approximately 2.6% and 0.7% to comparable sales for fiscal 2024 and 2023, respectively, which was primarily driven by store pickup and delivery.Gross profit rate increased 20 basis points for fiscal 2024 and decreased 85 basis points for fiscal 2023, when compared to the respective previous fiscal year.  The increase in fiscal 2024 gross profit rate was primarily due to managing prices aligned to our competitive historic price gaps and lapping higher net markdowns incurred in the prior year, partially offset by product mix shifts into lower margin categories.  The decrease in fiscal 2023 gross profit rate was primarily due to net markdowns and product mix shifts into lower margin categories and increased supply chain costs, partially offset by price management impacts driven by cost inflation.Operating expenses as a percentage of segment net sales increased 9 basis points for fiscal 2024 when compared to the previous fiscal year primarily driven by higher variable pay relative to last year as a result of exceeding our planned performance.  For fiscal 2023, operating expenses as a percentage of segment net sales decreased 25 basis points primarily driven by strong sales growth and lower incremental COVID-19 related costs, partially offset by increased wage costs.  As a result of the factors discussed above, segment operating income increased $1.5 billion and decreased $1.0 billion for fiscal 2024 and 2023, respectively, when compared to the previous fiscal year.42Walmart International Segment Fiscal Years Ended January 31,(Amounts in millions, except unit counts)202420232022Net sales$114,641 $100,983 $100,959 Percentage change from comparable period13.5 %— %(16.8)%Operating income$4,909 $2,965 $3,758 Operating income as a percentage of net sales4.3 %2.9 %3.7 %Unit counts at period end5,402 5,306 5,251 Retail square feet at period end274 273 277 Net sales for the Walmart International segment increased $13.7 billion or 13.5% for fiscal 2024 and were flat for 2023, when compared to the previous fiscal year.  For fiscal 2024, the increase was primarily due to positive comparable sales across our international markets and positive fluctuations in currency exchange rates of $3.0 billion during fiscal 2024. For fiscal 2023, net sales benefited from positive comparable sales across all of our international markets, offset by the impacts of a decrease of $5.0 billion related to the divestiture of our operations in the U.K. and Japan, which closed in the first quarter of fiscal 2022, as well as $3.7 billion of fluctuations in currency exchange rates during fiscal 2023. Gross profit rate increased 20 basis points and decreased 50 basis points for fiscal 2024 and 2023, respectively, when compared to the previous fiscal year.  For fiscal 2024, the increase was primarily driven by supply chain efficiencies partially offset by ongoing format and channel shifts. For fiscal 2023, the decrease was primarily driven by continued growth in lower margin formats and channels in China and category mix shifts into lower margin categories.Operating expenses as a percentage of segment net sales decreased 152 basis points and increased 41 basis points for fiscal 2024 and 2023, respectively, when compared to the previous fiscal year.  The decrease in operating expenses as a percentage of segment net sales for fiscal 2024 was primarily due to the lapping of business reorganization and restructuring charges incurred related to Flipkart and Massmart in fiscal 2023 and an increase in sales in the current year.  The increase in operating expenses as a percentage of segment net sales for fiscal 2023, was primarily due to incurring these business reorganization and restructuring charges. As a result of the factors discussed above, segment operating income increased $1.9 billion and decreased $0.8 billion for fiscal 2024 and 2023, respectively, when compared to the previous fiscal year.Sam's Club Segment Fiscal Years Ended January 31,(Amounts in millions, except unit counts)202420232022Including FuelNet sales$86,179 $84,345 $73,556 Percentage change from comparable period2.2 %14.7 %15.1 %Calendar comparable sales increase2.3 %14.6 %15.0 %Operating income$2,192 $1,964 $2,259 Operating income as a percentage of net sales2.5 %2.3 %3.1 %Unit counts at period end599 600 600 Retail square feet at period end80 80 80 Excluding Fuel (1)Net sales$75,057 $71,665 $64,860 Percentage change from comparable period4.7 %10.5 %9.6 %Operating income$1,659 $1,352 $1,923 Operating income as a percentage of net sales2.2 %1.9 %3.0 %(1)  We believe the "Excluding Fuel" information is useful to investors because it permits investors to understand the effect of the Sam's Club segment's fuel sales on its results of operations, which are impacted by the volatility of fuel prices.  Volatility in fuel prices may continue to impact the operating results of the Sam's Club segment in the future.  Management uses such information to better measure underlying operating results in the segment. Net sales for the Sam's Club segment increased $1.8 billion or 2.2% and $10.8 billion or 14.7% for fiscal 2024 and 2023, respectively, when compared to the previous fiscal year.  The increases in net sales were primarily due to increases in comparable sales, including fuel, of 2.3% and 14.6% for fiscal 2024 and 2023, respectively. Comparable sales benefited from growth in transactions and average ticket, including strong sales in grocery and health and wellness. Additionally, fiscal 2024 growth was partially offset by lower fuel sales due to deflation in this category. Sam's Club eCommerce sales positively contributed approximately 1.7% and 0.8% to comparable sales for fiscal 2024 and 2023, respectively, which was primarily driven by curbside pickup and ship to home.43Gross profit rate increased 55 basis points and decreased 155 basis points for fiscal 2024 and 2023, respectively, when compared to the previous fiscal year.  For fiscal 2024, the increase in gross profit rate was primarily due to the lapping of elevated markdowns in the prior year, partially offset by product mix shifts into lower margin categories.  For fiscal 2023, the decrease in gross profit rate was primarily due to inventory markdowns, elevated supply chain and eCommerce fulfillment costs and inflation related LIFO charges.Membership and other income increased 7.5% and 7.0% for fiscal 2024 and 2023, respectively, when compared to the previous fiscal year.  For fiscal 2024 and 2023, the increases were primarily due to growth in membership base and Plus penetration. Fiscal 2024 was also positively impacted by higher Plus renewals, as well as the expiration of a promotional offering offsetting membership fee increases during the fourth quarter of fiscal 2024. Operating expenses as a percentage of segment net sales increased 46 basis points and decreased 97 basis points for fiscal 2024 and 2023, respectively, when compared to the previous fiscal year.  Fiscal 2024 operating expenses as a percentage of net sales increased primarily due to lower fuel sales and elevated technology spend. Fiscal 2023 operating expenses as a percentage of net sales decreased primarily due to higher sales. As a result of the factors discussed above, segment operating income increased $0.2 billion and decreased $0.3 billion for fiscal 2024 and 2023, respectively, when compared to the previous fiscal year.Liquidity and Capital ResourcesLiquidityThe strength and stability of our operations have historically supplied us with a significant source of liquidity. Our cash flows provided by operating activities, supplemented with our long-term debt and short-term borrowings, have been sufficient to fund our operations while allowing us to invest in activities that support the long-term growth of our operations. Generally, some or all of the remaining available cash flow has been used to fund dividends on our common stock and share repurchases. We believe our sources of liquidity will continue to be sufficient to fund operations, finance our global investment activities, pay dividends and fund our share repurchases for at least the next 12 months and for the foreseeable future.Net Cash Provided by Operating ActivitiesFiscal Years Ended January 31,(Amounts in millions)202420232022Net cash provided by operating activities$35,726 $28,841 $24,181 Net cash provided by operating activities was $35.7 billion, $28.8 billion and $24.2 billion for fiscal 2024, 2023 and 2022, respectively.  The increase in net cash provided by operating activities in fiscal 2024 is primarily due to higher cash provided by operating income, as well as timing of certain payments and strategic inventory management as part of working capital initiatives, partially offset by payment of the remaining accrued opioid legal charges.  The increase in net cash provided by operating activities for fiscal 2023, when compared to the previous fiscal year, was primarily due to moderated levels of inventory purchases, partially offset by a decline in operating income and the timing of certain payments. Cash Equivalents and Working Capital Deficit Cash and cash equivalents were $9.9 billion and $8.6 billion as of January 31, 2024 and 2023, respectively.  Our working capital deficit, defined as total current assets less total current liabilities, was $15.5 billion and $16.5 billion as of January 31, 2024 and 2023, respectively.  The decrease in our working capital deficit is primarily driven by a decrease in accrued liabilities primarily due to the payment of the remaining accrued opioid legal charges and an increase in cash, partially offset by an increase in accounts payable and a decrease in inventories as part of working capital initiatives.  We generally operate with a working capital deficit due to our efficient use of cash in funding operations, consistent access to the capital markets and returns provided to our shareholders in the form of payments of cash dividends and share repurchases. We use intercompany financing arrangements in an effort to ensure cash can be made available in the country in which it is needed with the minimum cost possible. Additionally, from time-to-time, we repatriate earnings and related cash from jurisdictions outside of the U.S. Under current law, repatriations of foreign earnings will generally be free of U.S. federal tax, but may incur other taxes such as withholding or state taxes. We do not expect current local laws, or other existing limitations on anticipated future repatriations of cash amounts held outside the U.S. to have a material effect on our overall liquidity, financial position or results of operations.As of January 31, 2024 and 2023, cash and cash equivalents of $3.5 billion and $2.9 billion, respectively, may not be freely transferable to the U.S. due to local laws or other restrictions or are subject to the approval of the noncontrolling interest shareholders.44Net Cash Used in Investing Activities Fiscal Years Ended January 31,(Amounts in millions)202420232022Net cash used in investing activities$(21,287)$(17,722)$(6,015)Net cash used in investing activities was $21.3 billion, $17.7 billion and $6.0 billion for fiscal 2024, 2023 and 2022, respectively, and generally consisted of capital expenditures. Net cash used in investing activities increased $3.6 billion for fiscal 2024 when compared to the previous fiscal year primarily due to increased payments for property and equipment. Net cash used in investing activities increased $11.7 billion for fiscal 2023 when compared to the previous fiscal year, primarily due to the result of lapping the net proceeds received from the divestitures of our operations in the U.K. and Japan and an increase in capital expenditures to support our investment strategy. Capital expendituresRefer to the "Strategic Capital Allocation" section in our Company Performance Metrics for capital expenditure detail for fiscal 2024 and 2023.  For the fiscal year ending January 31, 2025 ("fiscal 2025"), we project capital expenditures will be approximately $20 billion to $24 billion, with a focus on technology, supply chain, and customer-facing initiatives.Net Cash Used in Financing Activities Fiscal Years Ended January 31,(Amounts in millions)202420232022Net cash used in financing activities$(13,414)$(17,039)$(22,828)Net cash from financing activities generally consists of debt transactions, dividends paid, repurchases of Company stock and transactions with noncontrolling interest shareholders.  Fiscal 2024 net cash used in financing activities decreased $3.6 billion when compared to the previous fiscal year.  The decrease is primarily due to fewer repurchases of Company stock, partially offset by the purchase of certain noncontrolling interests.  Fiscal 2023 net cash used in financing activities decreased $5.8 billion when compared to the previous fiscal year.  The decrease was primarily due to repayments of long-term debt and related payment of premiums for the early extinguishment of certain notes in the prior fiscal year, partially offset by the equity funding from the sale of subsidiary stock in the prior fiscal year.Purchase and Sale of Subsidiary StockDuring fiscal 2024, we paid $3.5 billion to acquire shares from certain Flipkart noncontrolling interest holders and settle the liability to former noncontrolling interest holders of PhonePe. Additionally, we received $0.7 billion related to new rounds of equity funding for the Company's majority owned PhonePe subsidiary.During fiscal 2023, we completed a $0.4 billion buyout of the noncontrolling interest shareholders of our Massmart subsidiary and completed a $0.4 billion acquisition of Alert Innovation, bringing our ownership to approximately 100% of both Massmart and Alert Innovation.During fiscal 2022, we received $3.2 billion primarily related to a new equity funding for our majority-owned Flipkart subsidiary.Short-term BorrowingsWe generally utilize the liquidity provided by short-term borrowings to provide funding for our operations, dividend payments, share repurchases, capital expenditures and other cash requirements. The following table includes additional information related to the our short-term borrowings for fiscal 2024, 2023 and 2022: Fiscal Years Ended January 31,(Amounts in millions)202420232022Maximum amount outstanding at any month-end$9,942 $11,432 $716 Average daily short-term borrowings4,295 7,250 626 Annual weighted-average interest rate5.1 %2.4 %3.7 %Short-term borrowings as of January 31, 2024 and 2023 were $0.9 billion and $0.4 billion, respectively, with weighted-average interest rates of 7.7% and 6.6%, respectively.  We also have $15.0 billion of various undrawn committed lines of credit in the U.S. as of January 31, 2024 that provide additional liquidity, if needed.  Additionally, we maintain access to various credit facilities outside of the U.S. to further support our Walmart International segment operations, as needed. As of January 31, 2024, we have $2.1 billion of syndicated and fronted letters of credit available, of which $1.7 billion was drawn and represents an unrecorded current obligation.45Long-term DebtThe following table provides the changes in our long-term debt for fiscal 2024: (Amounts in millions)Long-term debt due within one yearLong-term debtTotalBalances as of February 1, 2023$4,191 $34,649 $38,840 Proceeds from issuance of long-term debt— 4,967 4,967 Repayments of long-term debt(4,213)(4)(4,217)Reclassifications of long-term debt3,486 (3,486)— Currency and other adjustments(17)6 (11)Balances as of January 31, 2024$3,447 $36,132 $39,579 Our total outstanding long-term debt increased $0.7 billion during fiscal 2024, primarily due to the issuance of new long-term debt in April 2023, partially offset by the maturities of certain long-term debt.  Refer to Note 6 to our Consolidated Financial Statements for details on the issuances of long-term debt.Estimated contractual interest payments associated with our long-term debt amount to $20.2 billion, with approximately $1.8 billion expected to be paid in fiscal 2025. Estimated interest payments are based on our principal amounts and expected maturities of all debt outstanding as of January 31, 2024, and assumes interest rates remain at current levels for our variable rate instruments.  DividendsOur total dividend payments were $6.1 billion, $6.1 billion and $6.2 billion for fiscal 2024, 2023 and 2022, respectively.  Effective February 20, 2024, the Company approved the fiscal 2025 annual dividend of $0.83 per share, an increase over the fiscal 2024 annual dividend of $0.76 per share.  For fiscal 2025, the annual dividend will be paid in four quarterly installments of $0.2075 per share, according to the following record and payable dates:Record DatePayable DateMarch 15, 2024April 1, 2024May 10, 2024May 28, 2024August 16, 2024September 3, 2024December 13, 2024January 6, 2025Company Share Repurchase Program From time to time, the Company repurchases shares of its common stock under share repurchase programs authorized by the Company's Board of Directors.  All repurchases made during fiscal 2024 were made under the current $20.0 billion share repurchase program approved in November 2022, which has no expiration date or other restrictions limiting the period over which the Company can make repurchases. As of January 31, 2024, authorization for $16.5 billion of share repurchases remained under the share repurchase program.  Any repurchased shares are constructively retired and returned to an unissued status.  We regularly review share repurchase activity and consider several factors in determining when to execute share repurchases, including, among other things, current cash needs, capacity for leverage, cost of borrowings, our results of operations and the market price of our common stock.  We anticipate that a majority of the ongoing share repurchase program will be funded through the Company's free cash flow.  The following table provides, on a settlement date basis, the number of shares repurchased, average price paid per share and total amount paid for share repurchases for fiscal 2024, 2023 and 2022: Fiscal Years Ended January 31,(Amounts in millions, except per share data)202420232022Total number of shares repurchased54.6221.8209.1Average price paid per share$50.87 $44.72 $46.82 Total amount paid for share repurchases$2,779 $9,920 $9,787 Material Cash RequirementsMaterial cash requirements from operating activities primarily consist of inventory purchases, employee related costs, taxes, interest and other general operating expenses, which we expect to be primarily satisfied by our cash from operations.  Other material cash requirements from known contractual and other obligations include short-term borrowings, long-term debt and related interest payments, leases and purchase obligations.  See Note 6 and Note 7 to our Consolidated Financial Statements for information regarding outstanding short-term borrowings and long-term debt, and leases, respectively.As of January 31, 2024, the Company has $34.3 billion of unrecorded purchase obligations outstanding, of which $14.6 billion is due within one year.  Purchase obligations include legally binding contracts, such as firm commitments for inventory and 46utility purchases, as well as commitments to make capital expenditures, software acquisition and license commitments and legally binding service contracts.  Contractual obligations for the purchase of goods or services are defined as agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.  Contracts that specify the Company will purchase all or a portion of its requirements of a specific product or service from a supplier, but do not include a fixed or minimum quantity, are excluded from the obligations quantified above.  Accordingly, purchase orders for inventory are also excluded as purchase orders represent authorizations to purchase rather than binding agreements.  Our purchase orders are based on our current inventory needs and are fulfilled by our suppliers within short time periods.  We also enter into contracts for outsourced services; however, the obligations under these contracts are not significant and the contracts generally contain clauses allowing for cancellation without significant penalty.  Timing of payments and actual amounts paid may be different depending on the timing of receipt of goods or services or changes to agreed-upon amounts for some obligations.Capital ResourcesWe believe our cash flows from operations, current cash position, short-term borrowings and access to capital markets will continue to be sufficient to meet our anticipated cash requirements and contractual obligations, which includes funding seasonal buildups in merchandise inventories and funding our capital expenditures, acquisitions, dividend payments and share repurchases.We have strong commercial paper and long-term debt ratings that have enabled and should continue to enable us to refinance our debt as it becomes due at favorable rates in capital markets.  As of January 31, 2024, the ratings assigned to our commercial paper and rated series of our outstanding long-term debt were as follows:Rating agency  Commercial paper  Long-term debtStandard & Poor's  A-1+  AAMoody's Investors Service  P-1  Aa2Fitch Ratings  F1+  AACredit rating agencies review their ratings periodically and, therefore, the credit ratings assigned to us by each agency may be subject to revision at any time.  Accordingly, we are not able to predict whether our current credit ratings will remain consistent over time.  Factors that could affect our credit ratings include changes in our operating performance, the general economic environment, conditions in the retail industry, our financial position, including our total debt and capitalization, and changes in our business strategy.  Any downgrade of our credit ratings by a credit rating agency could increase our future borrowing costs or impair our ability to access capital and credit markets on terms commercially acceptable to us.  In addition, any downgrade of our current short-term credit ratings could impair our ability to access the commercial paper markets with the same flexibility that we have experienced historically, potentially requiring us to rely more heavily on more expensive types of debt financing.  The credit rating agency ratings are not recommendations to buy, sell or hold our commercial paper or debt securities.  Each rating may be subject to revision or withdrawal at any time by the assigning rating organization and should be evaluated independently of any other rating.  Moreover, each credit rating is specific to the security to which it applies.Other MattersIn Note 10 to our Consolidated Financial Statements, which is captioned "Contingencies" and appears in Part II of this Annual Report on Form 10-K under the caption "Item 8. Financial Statements and Supplementary Data," we discuss, under the sub-captions "Settlement Framework Regarding Multidistrict and State or Local Opioid Related Litigation," and "Other Opioid Related Litigation" the Prescription Opiate Litigation, the Settlement Framework, and other matters, including certain risks arising therefrom.  In that Note 10, we also discuss under the sub-caption "Asda Equal Value Claims" the Company's indemnification obligation for the Asda Equal Value Claims matter, under the sub-caption "Money Transfer Agent Services Matters," a United States Federal Trade Commission complaint related to money transfers and the Company's anti-fraud program and a government investigation by the U.S. Attorney's Office for the Middle District of Pennsylvania into the Company's consumer fraud prevention and anti-money laundering compliance related to the Company's money transfer agent services as well as under the sub-caption "Mexico Antitrust Matter," we disclose the main Mexican operating subsidiary of Wal-Mart de México was notified of the initiation of a quasi-judicial administrative process against it for alleged relative monopolistic practices in connection with the supply and wholesale distribution of certain consumer goods, retail marketing practices of such consumer goods and related services. We discuss various legal proceedings related to the Federal and State Prescription Opiate Litigation, the Settlement Framework, DOJ Opioid Civil Litigation and Opioids Related Securities Class Actions and Derivative Litigation in Part I of this Annual Report on Form 10-K under the caption "Item 3. Legal Proceedings," under the sub-caption "I. Supplemental Information." We also discuss the Foreign Direct Investment Matters in Part I of this Annual Report on Form 10-K under the caption "Item 3. Legal Proceedings," under the sub-caption "II. Certain Other Matters."  We also discuss an environmental matter with the State of California in Part I of this Annual Report on Form 10-K under the caption "Item 3. Legal Proceedings," under the sub-caption "III. Environmental Matters."  The foregoing matters and other 47matters described elsewhere in this Annual Report on Form 10-K represent contingent liabilities of the Company that may or may not result in the incurrence of a material liability by the Company upon their final resolution.Summary of Critical Accounting EstimatesManagement strives to report our financial results in a clear and understandable manner, although in some cases accounting and disclosure rules are complex and require us to use technical terminology.  In preparing the Company's Consolidated Financial Statements, we follow accounting principles generally accepted in the U.S.  These principles require us to make certain estimates and apply judgments that affect our financial position and results of operations as reflected in our financial statements.  These judgments and estimates are based on past events and expectations of future outcomes.  Actual results may differ from our estimates.Management continually reviews our accounting policies including how they are applied and how they are reported and disclosed in our financial statements.  Following is a summary of our critical accounting estimates and how they are applied in preparation of the financial statements.ContingenciesWe are involved in a number of legal proceedings and certain regulatory matters. We record a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. We also perform an assessment of the materiality of loss contingencies where a loss is either reasonably possible or it is reasonably possible that a loss could be incurred in excess of amounts accrued. If a loss or an additional loss has at least a reasonable possibility of occurring and the impact on the financial statements would be material, we provide disclosure of the loss contingency in the footnotes to our financial statements. We review all contingencies at least quarterly to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or the range of the loss can be made.  Although we are not able to predict the outcome or reasonably estimate a range of possible losses in certain matters described in Note 10 to our Consolidated Financial Statements and have not recorded an associated accrual related to these matters, an adverse judgment or negotiated resolution in any of these matters could have a material adverse effect on our business, reputation, financial position, results of operations or cash flows.Uncertain Tax PositionsWe are subject to income taxes in the U.S. and numerous foreign jurisdictions.  Our tax returns are routinely audited and settlements of issues raised in these audits sometimes affect our tax provisions.  The benefits of uncertain tax positions are recorded in our financial statements only after determining a more likely than not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities.  When facts and circumstances change, we reassess these probabilities and record any changes in the financial statements as appropriate.  We account for uncertain tax positions by determining the minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements.  Accordingly, the determination of our uncertain tax positions requires judgment, the use of estimates in certain cases and the interpretation and application of complex tax laws.ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKMarket RiskIn addition to the risks inherent in our operations, we are exposed to certain market risks, including changes in interest rates, currency exchange rates and the fair values of certain equity and equity method investments measured on a recurring basis.The analysis presented below for each of our market risk sensitive instruments is based on a hypothetical scenario used to calibrate potential risk and does not represent our view of future market changes.  The effect of a change in a particular assumption is calculated without adjusting any other assumption.  In reality, however, a change in one factor could cause a change in another, which may magnify or negate other sensitivities.Interest Rate RiskWe are exposed to changes in interest rates as a result of our short-term borrowings and long-term debt.  We hedge a portion of our interest rate risk by managing the mix of fixed and variable rate debt and by entering into interest rate swaps.  For fiscal 2024, the net fair value of our interest rate swaps increased $35 million primarily due to fluctuations in market interest rates. 48The table below provides information about our financial instruments that are sensitive to changes in interest rates.  For long-term debt, the table represents the principal cash flows and related weighted-average interest rates by expected maturity dates.  For interest rate swaps, the table represents the contractual cash flows and weighted-average interest rates by the contractual maturity date, unless otherwise noted.  The notional amounts are used to calculate contractual cash flows to be exchanged under the contracts.  The weighted-average variable rates are based upon prevailing market rates as of January 31, 2024.Expected Maturity Date(Amounts in millions)Fiscal 2025Fiscal 2026Fiscal 2027Fiscal 2028Fiscal 2029ThereafterTotalLiabilitiesShort-term borrowings:Variable rate$878 $— $— $— $— $— $878 Weighted-average interest rate7.7 %— %— %— %— %— %7.7 %Long-term debt(1):Fixed rate$3,447 $2,600 $3,483 $1,760 $3,458 $24,831 $39,579 Weighted-average interest rate3.0 %3.8 %2.5 %3.6 %3.0 %4.5 %3.9 %Interest rate derivativesInterest rate swaps:Fixed to variable$1,500 $— $— $— $1,250 $3,521 $6,271 Weighted-average pay rate6.7 %— %— %— %5.7 %6.9 %6.6 %Weighted-average receive rate3.3 %— %— %— %1.5 %2.9 %2.7 %(1)    Includes deferred loan costs, discounts, fair value hedges, foreign-held debt and secured debt. As of January 31, 2024, our variable rate borrowings, including the effect of our commercial paper and interest rate swaps, represented 18% of our total short-term and long-term debt.  Based on January 31, 2024 debt levels, a 100 basis point change in prevailing market rates would cause our annual interest costs to change by approximately $0.1 billion.Foreign Currency RiskWe are exposed to fluctuations in currency exchange rates as a result of our investments and operations in countries other than the U.S., as well as our foreign-currency-denominated long-term debt.  For fiscal 2024, movements in currency exchange rates and the related impact on the translation of the balance sheets resulted in the $0.3 billion net gain in the currency translation and other category of accumulated other comprehensive loss.  We hedge a portion of our foreign currency risk by entering into currency swaps.  The aggregate fair value of these swaps was in a liability position of $1.3 billion and $1.4 billion as of January 31, 2024 and January 31, 2023, respectively.  The change in the fair value of these swaps was due to fluctuations in currency exchange rates, primarily due to the strengthening of certain currencies relative to the U.S. dollar in fiscal 2024.  The hypothetical result of a uniform 10% weakening in the value of the U.S. dollar relative to other currencies underlying these swaps would have resulted in a change in the value of the swaps of $0.7 billion.  A hypothetical 10% change in interest rates underlying these swaps from the market rates in effect as of January 31, 2024 would have resulted in a change in the value of the swaps of $0.1 billion.In certain countries, we also enter into immaterial foreign currency forward contracts to hedge the purchase and payment of purchase commitments denominated in non-functional currencies.Investment RiskWe are exposed to investment risk primarily related to changes in the fair value of certain equity investments, including certain immaterial equity method investments where we have elected the fair value option, measured on a recurring basis.  The amounts of gains and losses included in earnings from fair value changes for these investments are recorded within other gains and losses and resulted in a net loss of $3.8 billion in fiscal 2024 primarily due to net decreases in the underlying stock prices of these investments. As of January 31, 2024, the fair value of our equity investments, including certain equity method investments, measured on a recurring basis was $7.2 billion.  As of January 31, 2024, a hypothetical 10% change in the stock price of such investments would have changed the fair value of such investments by approximately $0.7 billion. 49ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAConsolidated Financial Statements of Walmart Inc.For the Fiscal Year Ended January 31, 2024Table of ContentsPageReport of Independent Registered Public Accounting Firm (PCAOB ID: 42)51Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting53Consolidated Statements of Income54Consolidated Statements of Comprehensive Income55Consolidated Balance Sheets56Consolidated Statements of Shareholders' Equity57Consolidated Statements of Cash Flows58Notes to Consolidated Financial Statements5950Report of Independent Registered Public Accounting FirmTo the Shareholders and the Board of Directors of Walmart Inc.Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Walmart Inc. (the Company) as of January 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 31, 2024, and the related notes (collectively referred to as the "Consolidated Financial Statements").  In our opinion, the Consolidated Financial Statements present fairly, in all material respects, the financial position of the Company at January 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2024, in conformity with U.S. generally accepted accounting principles.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 15, 2024 expressed an unqualified opinion thereon.Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.Critical Audit MatterThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the Consolidated Financial Statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.ContingenciesDescription of the MatterAs described in Note 10 to the Consolidated Financial Statements, at January 31, 2024, the Company is involved in a number of legal proceedings and certain regulatory matters.  The Company records a liability for those legal proceedings and regulatory matters when management determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated.  The Company also discloses when it is reasonably possible that a material loss may be incurred.  In assessing the probability of occurrence and whether an estimate of loss can be reasonably estimated for a particular legal proceeding, management exercises judgment on matters relevant to each proceeding. Auditing management's accounting for, and disclosure of, loss contingencies was complex and highly judgmental as it involved our assessment of the significant judgments made by management when assessing the probability of loss for contingencies or when determining whether an estimate of the loss or range of loss could be made. 51How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification and evaluation of contingencies. For example, we tested controls over the Company's assessment of the likelihood of loss and the Company's determinations regarding the measurement of loss. To test the Company's assessment of the probability of loss or determination of an estimate of loss, or range of loss, among other procedures, we read the minutes of the meetings of the board of directors and committees of the board of directors, reviewed documents provided to the Company by certain outside legal counsel, read letters received directly by us from internal and outside legal counsel, evaluated the current status of contingencies based on discussions with internal and outside legal counsel, and obtained representations from management. We also assessed the adequacy of the related disclosures. /s/   Ernst & Young LLP We have served as the Company's auditor since 1969.Rogers, ArkansasMarch 15, 202452Report of Independent Registered Public Accounting FirmTo the Shareholders and the Board of Directors of Walmart Inc.  Opinion on Internal Control Over Financial Reporting We have audited Walmart Inc.'s internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).  In our opinion, Walmart Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2024, based on the COSO criteria.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 31, 2024, and the related notes and our report dated March 15, 2024 expressed an unqualified opinion thereon.Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate./s/ Ernst & Young LLP Rogers, ArkansasMarch 15, 202453Walmart Inc.Consolidated Statements of IncomeFiscal Years Ended January 31,(Amounts in millions, except per share data)202420232022Revenues:Net sales$642,637 $605,881 $567,762 Membership and other income5,488 5,408 4,992 Total revenues648,125 611,289 572,754 Costs and expenses:Cost of sales490,142 463,721 429,000 Operating, selling, general and administrative expenses130,971 127,140 117,812 Operating income27,012 20,428 25,942 Interest:Debt2,259 1,787 1,674 Finance lease424 341 320 Interest income(546)(254)(158)Interest, net2,137 1,874 1,836 Loss on extinguishment of debt— — 2,410 Other (gains) and losses3,027 1,538 3,000 Income before income taxes21,848 17,016 18,696 Provision for income taxes5,578 5,724 4,756 Consolidated net income16,270 11,292 13,940 Consolidated net (income) loss attributable to noncontrolling interest(759)388 (267)Consolidated net income attributable to Walmart$15,511 $11,680 $13,673 Net income per common share:Basic net income per common share attributable to Walmart$1.92 $1.43 $1.63 Diluted net income per common share attributable to Walmart1.91 1.42 1.62 Weighted-average common shares outstanding:Basic8,077 8,171 8,376 Diluted8,108 8,202 8,415 Dividends declared per common share$0.7600 $0.7467 $0.7333 See accompanying notes. 54Walmart Inc.Consolidated Statements of Comprehensive Income Fiscal Years Ended January 31,(Amounts in millions)202420232022Consolidated net income$16,270 $11,292 $13,940 Consolidated net (income) loss attributable to noncontrolling interest(759)388 (267)Consolidated net income attributable to Walmart15,511 11,680 13,673 Other comprehensive income (loss), net of income taxesCurrency translation and other899 (1,858)2,442 Net investment hedges— — (1,202)Cash flow hedges56 (203)(444)Minimum pension liability(11)5 1,974 Other comprehensive income (loss), net of income taxes944 (2,056)2,770 Other comprehensive (income) loss attributable to noncontrolling interest(566)404 230 Other comprehensive income (loss) attributable to Walmart378 (1,652)3,000 Comprehensive income, net of income taxes17,214 9,236 16,710 Comprehensive (income) loss attributable to noncontrolling interest(1,325)792 (37)Comprehensive income attributable to Walmart$15,889 $10,028 $16,673  See accompanying notes. 55Walmart Inc.Consolidated Balance SheetsAs of January 31,(Amounts in millions)20242023ASSETSCurrent assets:Cash and cash equivalents$9,867 $8,625 Receivables, net8,796 7,933 Inventories54,892 56,576 Prepaid expenses and other3,322 2,521 Total current assets76,877 75,655 Property and equipment, net110,810 100,760 Operating lease right-of-use assets13,673 13,555 Finance lease right-of-use assets, net5,855 4,919 Goodwill28,113 28,174 Other long-term assets17,071 20,134 Total assets$252,399 $243,197 LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND EQUITYCurrent liabilities:Short-term borrowings$878 $372 Accounts payable56,812 53,742 Accrued liabilities28,759 31,126 Accrued income taxes307 727 Long-term debt due within one year3,447 4,191 Operating lease obligations due within one year1,487 1,473 Finance lease obligations due within one year725 567 Total current liabilities92,415 92,198 Long-term debt36,132 34,649 Long-term operating lease obligations12,943 12,828 Long-term finance lease obligations5,709 4,843 Deferred income taxes and other14,629 14,688 Commitments and contingenciesRedeemable noncontrolling interest222 237 Equity:Common stock805 808 Capital in excess of par value4,544 4,430 Retained earnings89,814 83,135 Accumulated other comprehensive loss(11,302)(11,680)Total Walmart shareholders' equity83,861 76,693 Noncontrolling interest6,488 7,061 Total equity90,349 83,754 Total liabilities, redeemable noncontrolling interest, and equity$252,399 $243,197  See accompanying notes. 56Walmart Inc.Consolidated Statements of Shareholders' EquityAccumulatedTotalCapital inOtherWalmart(Amounts in millions)Common StockExcess ofRetainedComprehensiveShareholders'NoncontrollingTotalSharesAmountPar ValueEarningsIncome (Loss)EquityInterestEquityBalances as of February 1, 20218,464 $846 $3,082 $88,763 $(11,766)$80,925 $6,606 $87,531 Consolidated net income— — — 13,673 — 13,673 267 13,940 Other comprehensive income (loss), net of income taxes— — — — 3,000 3,000 (230)2,770 Cash dividends declared ($0.7333 per share)— — — (6,152)— (6,152)— (6,152)Purchase of Company stock(210)(21)(412)(9,375)— (9,808)— (9,808)Cash dividend declared to noncontrolling interest— — — — — — (416)(416)Sale of subsidiary stock— — 952 — — 952 2,287 3,239 Other30 3 665 (5)— 663 124 787 Balances as of January 31, 20228,284 828 4,287 86,904 (8,766)83,253 8,638 91,891 Consolidated net income— — — 11,680 — 11,680 (388)11,292 Other comprehensive (loss), net of income taxes— — — — (1,652)(1,652)(404)(2,056)Cash dividends declared ($0.7467 per share)— — — (6,114)— (6,114)— (6,114)Purchase of Company stock(221)(22)(518)(9,326)— (9,866)— (9,866)Cash dividend declared to noncontrolling interest— — — — — — (449)(449)Purchase of noncontrolling interest— — (18)— (1,262)(1,280)(493)(1,773)Sale of subsidiary stock— — 48 — — 48 18 66 Other17 2 631 (9)— 624 139 763 Balances as of January 31, 20238,080 808 4,430 83,135 (11,680)76,693 7,061 83,754 Consolidated net income— — — 15,511 — 15,511 774 16,285 Other comprehensive income, net of income taxes— — — — 378 378 566 944 Cash dividends declared ($0.7600 per share)— — — (6,140)— (6,140)— (6,140)Purchase of Company stock(55)(6)(150)(2,635)— (2,791)— (2,791)Cash dividend declared to noncontrolling interest— — — — — — (776)(776)Purchase of noncontrolling interest— — (1,076)— — (1,076)(1,367)(2,443)Sale of subsidiary stock— — 562 — — 562 154 716 Other29 3 778 (57)— 724 76 800 Balances as of January 31, 20248,054 805 4,544 89,814 (11,302)83,861 6,488 90,349  See accompanying notes.57Walmart Inc.Consolidated Statements of Cash FlowsFiscal Years Ended January 31,(Amounts in millions)202420232022Cash flows from operating activities:Consolidated net income$16,270 $11,292 $13,940 Adjustments to reconcile consolidated net income to net cash provided by operating activities:Depreciation and amortization11,853 10,945 10,658 Net unrealized and realized (gains) and losses3,193 1,683 2,440 Losses on disposal of business operations— — 433 Deferred income taxes(175)449 (755)Loss on extinguishment of debt— — 2,410 Other operating activities2,642 1,919 1,652 Changes in certain assets and liabilities, net of effects of acquisitions and dispositions:Receivables, net(797)240 (1,796)Inventories2,017 (528)(11,764)Accounts payable2,515 (1,425)5,520 Accrued liabilities(1,324)4,393 1,404 Accrued income taxes(468)(127)39 Net cash provided by operating activities35,726 28,841 24,181 Cash flows from investing activities:Payments for property and equipment(20,606)(16,857)(13,106)Proceeds from the disposal of property and equipment250 170 394 Proceeds from disposal of certain operations, net of divested cash135 — 7,935 Payments for business acquisitions, net of cash acquired(9)(740)(359)Other investing activities(1,057)(295)(879)Net cash used in investing activities(21,287)(17,722)(6,015)Cash flows from financing activities:Net change in short-term borrowings512 (34)193 Proceeds from issuance of long-term debt4,967 5,041 6,945 Repayments of long-term debt(4,217)(2,689)(13,010)Premiums paid to extinguish debt— — (2,317)Dividends paid(6,140)(6,114)(6,152)Purchase of Company stock(2,779)(9,920)(9,787)Dividends paid to noncontrolling interest(763)(444)(424)Purchase of noncontrolling interest(3,462)(827)— Sale of subsidiary stock716 66 3,239 Other financing activities(2,248)(2,118)(1,515)Net cash used in financing activities(13,414)(17,039)(22,828)Effect of exchange rates on cash, cash equivalents and restricted cash69 (73)(140)Net increase (decrease) in cash, cash equivalents and restricted cash1,094 (5,993)(4,802)Change in cash and cash equivalents reclassified from assets held for sale— — 1,848 Cash, cash equivalents and restricted cash at beginning of year8,841 14,834 17,788 Cash, cash equivalents and restricted cash at end of year$9,935 $8,841 $14,834 Supplemental disclosure of cash flow information:Income taxes paid$5,879 $3,310 $5,918 Interest paid 2,519 2,051 2,237  See accompanying notes. 58Walmart Inc.Notes to Consolidated Financial StatementsNote 1.  Summary of Significant Accounting PoliciesGeneralWalmart Inc. ("Walmart" or the "Company") is a people-led, technology-powered omni-channel retailer dedicated to helping people around the world save money and live better – anytime and anywhere – by providing the opportunity to shop in both retail stores and through eCommerce.  Through innovation, the Company is striving to continuously improve a customer-centric experience that seamlessly integrates eCommerce and retail stores in an omni-channel offering that saves time for its customers.  The Company's operations comprise three reportable segments: Walmart U.S., Walmart International and Sam's Club.Principles of ConsolidationThe Consolidated Financial Statements include the accounts of Walmart and its subsidiaries as of and for the fiscal years ended January 31, 2024 ("fiscal 2024"), January 31, 2023 ("fiscal 2023") and January 31, 2022 ("fiscal 2022").  Intercompany accounts and transactions have been eliminated in consolidation.  The Company consolidates variable interest entities where it has been determined that the Company is the primary beneficiary of those entities' operations.  Investments in common stock or in-substance common stock for which the Company exercises significant influence but does not have control are accounted for under the equity method.  These variable interest entities and equity method investments are immaterial to the Company's Consolidated Financial Statements.The Company's Consolidated Financial Statements are based on a fiscal year ending on January 31 for the United States ("U.S.") and Canadian operations.  The Company consolidates all other operations generally using a one-month lag and based on a calendar year.  There were no significant intervening events during the month of January 2024 related to the operations consolidated using a lag that materially affected the Consolidated Financial Statements.Use of EstimatesThe Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP").  Those principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities.  Management's estimates and assumptions also affect the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results may differ from those estimates.Common Stock SplitOn February 23, 2024, the Company effected a 3-for-1 forward split of its common stock and a proportionate increase in the number of authorized shares. All share and per share information, including share based compensation, throughout this Annual Report on Form 10-K has been retroactively adjusted to reflect the stock split. The shares of common stock retain a par value of $0.10 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from capital in excess of par value to common stock.Cash and Cash EquivalentsThe Company considers investments with a maturity when purchased of three months or less to be cash equivalents.  All credit card, debit card and electronic transfer transactions that process in less than seven days are classified as cash and cash equivalents.  The amounts due from banks for these transactions classified as cash and cash equivalents totaled $2.1 billion and $2.0 billion as of January 31, 2024 and 2023, respectively. The Company's cash balances are held in various locations around the world.  Of the Company's $9.9 billion and $8.6 billion in cash and cash equivalents as of January 31, 2024 and January 31, 2023, approximately 60% and 62% were held outside of the U.S., respectively.  Cash and cash equivalents held outside of the U.S. are generally utilized to support liquidity needs in the Company's non-U.S. operations.The Company uses intercompany financing arrangements in an effort to ensure cash can be made available in the country in which it is needed with the minimum cost possible. As of January 31, 2024 and 2023, cash and cash equivalents of approximately $3.5 billion and $2.9 billion, respectively, may not be freely transferable to the U.S. due to local laws, other restrictions or are subject to the approval of the noncontrolling interest shareholders.59ReceivablesReceivables are stated at their carrying values, net of a reserve for doubtful accounts, and are primarily due from the following: customers, which includes pharmacy insurance companies as well as advertisers, and banks for customer credit, debit cards and electronic transfer transactions that take in excess of seven days to process; suppliers for marketing or incentive programs; governments for income taxes; and real estate transactions.  Net receivables from transactions with customers were $3.7 billion as of January 31, 2024 and January 31, 2023.InventoriesThe Company utilizes various inventory methods to account for and value its inventories depending upon the nature of the store formats and businesses in each of its segments, resulting in inventories that are recorded at the lower of cost or market or net realizable value, as appropriate.  •Walmart U.S. Segment - Inventories are primarily accounted for under the retail inventory method of accounting ("RIM") to determine inventory cost, using the last-in, first-out ("LIFO") valuation method.  RIM generally results in inventory being valued at the lower of cost or market as permanent markdowns are immediately recorded as a reduction of the retail value of inventory.•Walmart International Segment – Depending on the store format in each market, inventories are generally accounted for using either the RIM or weighted-average cost method, using the first-in, first-out valuation method. •Sam's Club Segment - The majority of this segment's inventory is accounted for and valued using the weighted-average cost LIFO method.For those segments that utilize the LIFO method, the Company records an adjustment each quarter, if necessary, for the projected annual effect of inflation or deflation.  These estimates are adjusted to actual results determined at year end for inflation or deflation and inventory levels. Property and EquipmentProperty and equipment are initially recorded at cost.  Gains or losses on disposition are recognized as earned or incurred.  Costs of major improvements are capitalized, while costs of normal repairs and maintenance are expensed as incurred.  The following table summarizes the Company's property and equipment balances and includes the estimated useful lives that are generally used to depreciate the assets on a straight-line basis:Estimated Useful LivesAs of January 31,(Dollars in millions)(in Years)20242023LandN/A$19,562 $19,317 Buildings and improvements3 - 40111,767 104,554 Fixtures and equipment2 - 3072,161 65,235 Transportation equipment3 - 152,979 2,462 Construction in progressN/A13,390 10,802 Property and equipment219,859 202,370 Accumulated depreciation(109,049)(101,610)Property and equipment, net$110,810 $100,760 Leasehold improvements are depreciated or amortized over the shorter of the estimated useful life of the asset or the remaining expected lease term.  Total depreciation and amortization expense for property and equipment, property under finance leases and intangible assets for fiscal 2024, 2023 and 2022 was $11.9 billion, $10.9 billion and $10.7 billion, respectively.LeasesFor any new or modified lease, the Company, at the inception of the contract, determines whether a contract is or contains a lease.  The Company records right-of-use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease.  If the rate implicit in the Company's leases is not readily determinable, the Company's applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.For a majority of all classes of underlying assets, the Company has elected to not separate lease from non-lease components. For leases in which the lease and non-lease components have been combined, the variable lease expense includes expenses such as common area maintenance, utilities and repairs and maintenance.60Impairment of Long-Lived AssetsManagement reviews long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  The evaluation is performed at the lowest level of identifiable cash flows, which is at the individual store or club level.  Undiscounted cash flows expected to be generated by the related assets are estimated over the assets' useful lives based on updated projections.  If the evaluation indicates that the carrying amount of the assets may not be recoverable, any potential impairment is measured based upon the fair value of the related asset or asset group as determined by an appropriate market appraisal or other valuation technique. Goodwill and Other Acquired Intangible Assets Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations and is allocated to the appropriate reporting unit when acquired.  Other acquired intangible assets are stated at the fair value acquired as determined by a valuation technique commensurate with the intended use of the related asset.  Goodwill and indefinite-lived intangible assets are not amortized; rather, they are evaluated for impairment annually and whenever events or changes in circumstances indicate that the value of the asset may be impaired.  Definite-lived intangible assets are considered long-lived assets and are amortized on a straight-line basis over the periods that expected economic benefits will be provided.Goodwill is typically assigned to the reporting unit which consolidates the acquisition.  Components within the same reportable segment are aggregated and deemed a single reporting unit if the components have similar economic characteristics.  As of January 31, 2024, the Company's reporting units consisted of Walmart U.S., Walmart International and Sam's Club.  Goodwill and other indefinite-lived acquired intangible assets are evaluated for impairment using either a qualitative or quantitative approach for each of the Company's reporting units.  Generally, a qualitative assessment is first performed to determine whether a quantitative goodwill impairment test is necessary.  If management determines, after performing an assessment based on the qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, or that a fair value of the reporting unit substantially in excess of the carrying amount cannot be assured, then a quantitative goodwill impairment test would be required.  The quantitative test for goodwill impairment is performed by determining the fair value of the related reporting units.  Fair value is measured based on the discounted cash flow method and relative market-based approaches.  Management has performed its evaluation and determined the fair value of each reporting unit is significantly greater than the carrying amount and, accordingly, the Company has not recorded any impairment charges related to goodwill during fiscal 2024, fiscal 2023 or fiscal 2022.The following table reflects goodwill activity, by reportable segment, for fiscal 2024 and 2023:(Amounts in millions)Walmart U.S.WalmartInternationalSam's ClubTotalBalances as of February 1, 2022$2,941 $25,752 $321 $29,014 Changes in currency translation and other— (1,475)— (1,475)Acquisitions433 202 — 635 Balances as of January 31, 20233,374 24,479 321 28,174 Changes in currency translation and other(10)(58)— (68)Acquisitions— 7 — 7 Balances as of January 31, 2024$3,364 $24,428 $321 $28,113 Intangible assets are recorded in other long-term assets in the Company's Consolidated Balance Sheets.  As of January 31, 2024 and 2023, the Company had $4.1 billion and $4.3 billion, respectively, in indefinite-lived intangible assets which primarily consists of acquired trade names.  There were no significant impairment charges related to intangible assets for fiscal 2024, 2023 or 2022.  Fair Value MeasurementThe Company records and discloses certain financial and non-financial assets and liabilities at fair value.  The fair value of an asset is the price at which the asset could be sold in an orderly transaction between unrelated, knowledgeable and willing parties able to engage in the transaction.  The fair value of a liability is the amount that would be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount that would be paid to settle the liability with the creditor.  Refer to Note 8 for more information. InvestmentsInvestments in equity securities are recorded in other long-term assets in the Consolidated Balance Sheets.  Changes in the fair value of certain equity securities, as well as certain immaterial equity method investments where the Company has elected the fair value option, are measured on a recurring basis and recognized within other gains and losses in the Consolidated Statements of Income.  These fair value changes, along with certain other immaterial investment activity, resulted in net losses of $3.8 billion, $1.7 billion and $2.4 billion for fiscal 2024, 2023 and 2022, respectively, primarily due to net changes in the underlying stock prices of those investments.  Refer to Note 8 for details.  Equity investments without readily determinable fair values are 61carried at cost and adjusted for any observable price changes or impairments within other gains and losses in the Consolidated Statements of Income.  Investments in debt securities classified as trading are reported at fair value and adjustments in fair value are recorded within other gains and losses in the Consolidated Statements of Income.  As of January 31, 2024 and January 31, 2023, the Company had $1.2 billion and $0.5 billion, respectively, in debt securities classified as trading.Indemnification LiabilitiesThe Company has provided certain indemnifications in connection with its divestitures and has recorded indemnification liabilities equal to the estimated fair value of the obligations upon inception.  As of January 31, 2024 and January 31, 2023, the Company had $0.7 billion and $0.6 billion, respectively, of certain legal indemnification liabilities recorded within deferred income taxes and other in the Consolidated Balance Sheets.  The maximum of potential future payments under these indemnities was $3.2 billion, based on exchange rates as of January 31, 2024. Supplier Financing Program ObligationsIn September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which enhances the transparency about the use of supplier finance programs for investors and other allocators of capital. The Company adopted this ASU as of February 1, 2023, other than the roll-forward disclosure requirement, which the Company will adopt in fiscal 2025.The Company has supplier financing programs with financial institutions, in which the Company agrees to pay the financial institution the stated amount of confirmed invoices on the invoice due date for participating suppliers.  Participation in these programs is optional and solely up to the supplier, who negotiates the terms of the arrangement directly with the financial institution and may allow early payment.  Supplier participation in these programs has no bearing on the Company's amounts due.  The payment terms that the Company has with participating suppliers under these programs generally range between 30 and 90 days.  The Company does not have an economic interest in a supplier's participation in the program or a direct financial relationship with the financial institution funding the program.  The Company is responsible for ensuring that participating financial institutions are paid according to the terms negotiated with the supplier, regardless of whether the supplier elects to receive early payment from the financial institution.  The outstanding payment obligations to financial institutions under these programs were $5.3 billion and $5.2 billion, as of  January 31, 2024 and January 31, 2023, respectively.  These obligations are generally classified as accounts payable within the Consolidated Balance Sheets.  The activity related to these programs is classified as an operating activity within the Consolidated Statements of Cash Flows.Self Insurance ReservesThe Company self-insures a number of risks, including, but not limited to, workers' compensation, general liability, auto liability, product liability and certain employee-related healthcare benefits.  Standard actuarial procedures and data analysis are used to estimate the liabilities associated with these risks on an undiscounted basis.  The recorded liabilities reflect the ultimate cost for claims incurred but not paid and any estimable administrative run-out expenses related to the processing of these outstanding claim payments.  On a regular basis, the liabilities are evaluated for appropriateness with claims reserve valuations.  To limit exposure to some risks, the Company maintains insurance coverage with varying limits and retentions, including stop-loss insurance coverage for workers' compensation, general liability and auto liability.DerivativesThe Company uses derivatives for hedging purposes to manage its exposure to changes in interest and currency exchange rates, as well as to maintain an appropriate mix of fixed- and variable-rate debt.  Use of derivatives in hedging programs subjects the Company to certain risks, such as market and credit risks.  The Company may be exposed to credit-related losses in the event of nonperformance by its counterparties to derivatives.  Credit risk is monitored through established approval procedures, including setting concentration limits by counterparty, reviewing credit ratings and requiring collateral from the counterparty.  The Company enters into derivatives with counterparties rated generally "A-" or better by nationally recognized credit rating agencies. The Company is subject to master netting arrangements which provides set-off and close-out netting of exposures with counterparties, but the Company does not offset derivative assets and liabilities in its Consolidated Balance Sheets.  The Company's collateral arrangements require the counterparty in a net liability position in excess of pre-determined thresholds, after considering the effects of netting arrangements, to pledge cash collateral. Cash collateral received from counterparties and cash collateral provided to counterparties under these arrangements was not significant as of January 31, 2024 and 2023.62In order to qualify for hedge accounting, at the inception of the hedging relationship, the Company formally documents its risk management objective and strategy for undertaking the hedging transaction, as well as its designation of the hedge.  If a derivative is recorded using hedge accounting, depending on the nature of the hedge, derivative gains and losses are recorded through the same financial statement line item in earnings or are recognized in accumulated other comprehensive loss until the hedged item is recognized in earnings.  Derivatives that do not meet the criteria for hedge accounting, or contracts for which the Company has not elected hedge accounting, are recorded at fair value with unrealized gains or losses reported in earnings.  Derivatives with an unrealized gain are recorded in the Company's Consolidated Balance Sheets as either current or non-current assets, based on maturity date, and derivatives with an unrealized loss are recorded as either current or non-current liabilities, based on maturity date.  Refer to Note 8 for the presentation of the Company's derivative assets and liabilities. Fair Value HedgesThe Company is a party to receive fixed-rate, pay variable-rate interest rate swaps that the Company uses to hedge the fair value of fixed-rate debt.  All interest rate swaps designated as fair value hedges of the related long-term debt meet the shortcut method requirements under U.S. GAAP.  Accordingly, changes in the fair values of these interest rate swaps are considered to exactly offset changes in the fair value of the underlying long-term debt.  These derivatives will mature on dates ranging from April 2024 to September 2031.Cash Flow HedgesThe Company is a party to receive fixed-rate, pay fixed-rate cross currency interest rate swaps used to hedge the currency exposure associated with the forecasted payments of principal and interest of certain non-U.S. denominated debt.  The Company records changes in the fair value of these swaps in accumulated other comprehensive loss which is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.  These derivatives will mature on dates ranging from July 2024 to January 2039.Net Investment HedgesPrior to the divestiture of the Company's operations in the United Kingdom and Japan as discussed in Note 12, the Company was a party to receive fixed-rate, pay fixed-rate cross currency interest rate swaps used to hedge the currency exposure associated with net investments of these foreign operations.  Changes in fair value attributable to the hedged risk were recorded in accumulated other comprehensive loss.  The Company also previously designated certain foreign currency denominated long-term debt as a hedge of currency exposure associated with the net investment of these divested operations and recorded foreign currency gain or loss associated with designated long-term debt in accumulated other comprehensive loss.  Upon closing of the sale of the Company's operations in the U.K. and Japan during the first quarter of fiscal 2022, these amounts were released from accumulated other comprehensive loss as discussed in Note 4. Income TaxesIncome taxes are accounted for under the balance sheet method.  Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases ("temporary differences").  Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date.Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent that a portion is not more likely than not to be realized.  Many factors are considered when assessing whether it is more likely than not that the deferred tax assets will be realized, including recent cumulative earnings, expectations of future taxable income, carryforward periods, and other relevant quantitative and qualitative factors.  The recoverability of the deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies.  These sources of income rely on estimates.In determining the provision for income taxes, an annual effective income tax rate is used based on annual income, permanent differences between book and tax income, and statutory income tax rates.  Discrete events such as audit settlements or changes in tax laws are recognized in the period in which they occur.The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return.  The Company records interest and penalties related to unrecognized tax benefits in interest expense and operating, selling, general and administrative expenses, respectively, in the Company's Consolidated Statements of Income.  Refer to Note 9 for additional income tax disclosures.63Redeemable Noncontrolling InterestNoncontrolling interests that are redeemable outside the Company's control at fixed or determinable prices and dates are presented as temporary equity in the Consolidated Balance Sheets. Redeemable noncontrolling interests are recorded at the greater of the redemption fair value or the carrying value of the noncontrolling interest and adjusted each reporting period for income, loss and any distributions made. Remeasurements to the redemption value of the redeemable noncontrolling interest are recognized in capital in excess of par.  As of January 31, 2024, the Company has a redeemable noncontrolling interest related to an acquisition in the Walmart U.S. segment as the minority interest owner holds a put option which may require the Company to purchase its interest beginning in December 2027, with annual options thereafter.Revenue Recognition    Net SalesThe Company recognizes sales revenue, net of sales taxes and estimated sales returns, at the time it sells merchandise or services to the customer.  eCommerce sales include shipping revenue and are recorded upon delivery to the customer.  Estimated sales returns are calculated based on expected returns.Membership Fee RevenueThe Company recognizes membership fee revenue over the term of the membership, which is typically 12 months.  Membership fee revenue was $3.1 billion for fiscal 2024, $2.6 billion for fiscal 2023 and $2.2 billion for fiscal 2022.  Membership fee revenue is included in membership and other income in the Company's Consolidated Statements of Income.  Deferred membership fee revenue is included in accrued liabilities in the Company's Consolidated Balance Sheets.Gift CardsCustomer purchases of gift cards are not recognized as sales until the card is redeemed and the customer purchases merchandise using the gift card.  Gift cards in the U.S. and some countries do not carry an expiration date; therefore, customers and members can redeem their gift cards for merchandise and services indefinitely.  Gift cards in some countries where the Company does business have expiration dates.  While gift cards are generally redeemed within 12 months, a certain number of gift cards, both with and without expiration dates, will not be fully redeemed.  Management estimates unredeemed balances and recognizes revenue for these amounts in membership and other income in the Company's Consolidated Statements of Income over the expected redemption period. Financial, Advertising and Other ServicesThe Company recognizes revenue from service transactions at the time the service is performed.  Generally, revenue from services is classified as a component of net sales in the Company's Consolidated Statements of Income.Cost of SalesCost of sales includes actual product cost, the cost of transportation to the Company's distribution facilities, stores and clubs from suppliers, the cost of transportation from the Company's distribution facilities to the stores, clubs and customers and the cost of warehousing for the Sam's Club segment and import distribution centers.  Cost of sales is reduced by supplier payments that are not a reimbursement of specific, incremental and identifiable costs.Payments from SuppliersThe Company receives consideration from suppliers for various programs, primarily volume incentives, warehouse allowances and reimbursements for specific programs such as markdowns, margin protection, certain advertising arrangements and supplier-specific fixtures.  Payments from suppliers are accounted for as a reduction of cost of sales and recognized in the Company's Consolidated Statements of Income when the related inventory is sold, except in certain limited situations when the payment is a reimbursement of specific, incremental and identifiable costs.Operating, Selling, General and Administrative ExpensesOperating, selling, general and administrative expenses include all operating costs of the Company, except cost of sales, as described above.  As a result, the majority of the cost of warehousing and occupancy for the Walmart U.S. and Walmart International segments' distribution facilities is included in operating, selling, general and administrative expenses.  Because the Company only includes a portion of the cost of its Walmart U.S. and Walmart International segments' distribution facilities in cost of sales, its gross profit and gross profit as a percentage of net sales may not be comparable to those of other retailers that may include all costs related to their distribution facilities in cost of sales and in the calculation of gross profit.64Advertising CostsAdvertising costs are expensed as incurred, and consist primarily of digital, television and print advertisements that are recorded in operating, selling, general and administrative expenses in the Company's Consolidated Statements of Income. Advertising costs were $4.4 billion, $4.1 billion and $3.9 billion for fiscal 2024, 2023 and 2022, respectively.Currency TranslationThe assets and liabilities of all international subsidiaries are translated from the respective local currency to the U.S. dollar using exchange rates at the balance sheet date.  Related translation adjustments are recorded as a component of accumulated other comprehensive loss.  The Company's Consolidated Statements of Income of all international subsidiaries are translated from the respective local currencies to the U.S. dollar using average exchange rates for the period covered by the income statements.Recent Accounting PronouncementsIn November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.  The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.  Early adoption is permitted.  The amendments should be applied retrospectively to all prior periods presented in the financial statements.  Management is currently evaluating this ASU to determine its impact on the Company's disclosures.In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the requirements for income tax disclosures in order to provide greater transparency.  The amendments are effective for fiscal years beginning after December 15, 2024.  Early adoption is permitted.  The amendments should be applied prospectively.  Management is currently evaluating this ASU to determine its impact on the Company's disclosures.Note 2.  Net Income Per Common ShareBasic net income per common share attributable to Walmart is based on the weighted-average common shares outstanding during the relevant period.  Diluted net income per common share attributable to Walmart is based on the weighted-average common shares outstanding during the relevant period adjusted for the dilutive effect of share-based awards.  The Company did not have significant share-based awards outstanding that were antidilutive and not included in the calculation of diluted net income per common share attributable to Walmart for fiscal 2024, 2023 and 2022.The following table provides a reconciliation of the numerators and denominators used to determine basic and diluted net income per common share attributable to Walmart:Fiscal Years Ended January 31,(Amounts in millions, except per share data)202420232022NumeratorConsolidated net income$16,270 $11,292 $13,940 Consolidated net (income) loss attributable to noncontrolling interest(759)388 (267)Consolidated net income attributable to Walmart$15,511 $11,680 $13,673 DenominatorWeighted-average common shares outstanding, basic8,077 8,171 8,376 Dilutive impact of stock options and other share-based awards31 31 39 Weighted-average common shares outstanding, diluted8,108 8,202 8,415 Net income per common share attributable to WalmartBasic$1.92 $1.43 $1.63 Diluted1.91 1.42 1.62 65Note 3.  Shareholders' EquityThe total authorized shares of $0.10 par value common stock is 33.0 billion, of which 8.1 billion were issued and outstanding as of January 31, 2024 and 2023. The total authorized shares of $0.10 par value preferred stock is 0.1 billion; none of which were issued or outstanding for any period presented. Purchases and Sales of Subsidiary StockDuring fiscal 2024, the Company paid $3.5 billion to acquire shares from certain Flipkart noncontrolling interest holders and settle the liability to former noncontrolling interest holders of PhonePe. The Company's ownership of Flipkart increased from approximately 75% as of January 31, 2023 to approximately 85% as of January 31, 2024.Also during fiscal 2024, the Company received $0.7 billion related to new rounds of equity funding for the Company's majority owned PhonePe subsidiary, which decreased the Company's ownership from approximately 89% as of January 31, 2023 to approximately 84% as of January 31, 2024.During fiscal 2023, the Company completed a $0.4 billion buyout of the noncontrolling interest shareholders of the Company's Massmart subsidiary. This transaction increased the Company's ownership in Massmart from approximately 53% to 100%.  Additionally, the Company completed a $0.4 billion acquisition of Alert Innovation, which was previously consolidated as a variable interest entity, and resulted in the Company becoming a 100% owner.Also during fiscal 2023, the Company increased its ownership in PhonePe from approximately 76% to approximately 89% as part of the separation from the Company's majority-owned Flipkart subsidiary.  In consideration for the transaction, the Company initially recorded a liability to noncontrolling interest holders of $0.9 billion within accrued liabilities in the Company's Consolidated Balance Sheet as of January 31, 2023, which was paid during fiscal 2024.During fiscal 2022, the Company received $3.2 billion primarily related to a new equity funding for the Company's majority-owned Flipkart subsidiary, which reduced the Company's ownership from approximately 83% as of January 31, 2021 to approximately 75% as of January 31, 2022.Share-Based CompensationThe Company has awarded share-based compensation to associates and nonemployee directors of the Company.  The compensation expense recognized for all stock incentive plans, including expense associated with plans of the Company's consolidated subsidiaries granted in the subsidiaries' respective stock, was $2.1 billion, $1.6 billion and $1.2 billion for fiscal 2024, 2023 and 2022, respectively.  Share-based compensation expense is generally included in operating, selling, general and administrative expenses in the Company's Consolidated Statements of Income.  The total income tax benefit recognized for share-based compensation was $0.5 billion, $0.4 billion and $0.3 billion for fiscal 2024, 2023 and 2022, respectively.  The following table summarizes the Company's share-based compensation expense by award type for all plans: Fiscal Years Ended January 31,(Amounts in millions)202420232022Restricted stock units$1,258 $927 $659 Restricted stock and performance-based restricted stock units609 444 321 Other226 207 183 Share-based compensation expense$2,093 $1,578 $1,163 The Walmart Inc. Stock Incentive Plan of 2015 (the "Plan"), as subsequently amended and restated, was established to grant stock options, restricted (non-vested) stock, restricted stock units, performance share units and other equity compensation awards for which 780 million shares of Walmart common stock issued or to be issued under the Plan have been registered under the Securities Act of 1933.  The Company believes that such awards serve to align the interests of its associates with those of its shareholders.The Plan's award types are summarized as follows:•Restricted Stock Units.  Restricted stock units provide rights to Company stock after a specified service period.  Beginning in fiscal 2023, restricted stock units generally vest at a rate of approximately 8% each quarter over a three year period from the date of grant.  For grants made from fiscal 2020 through fiscal 2022, restricted stock units generally vest at a rate of 25% each year over a four year period from the date of the grant.  Prior to fiscal 2020, 50% of restricted stock units generally vested three years from the grant date and the remaining 50% were vested five years from the grant date.  The fair value of each restricted stock unit is determined on the date of grant using the stock price discounted for the expected dividend yield through the vesting period and is recognized ratably over the vesting period.  The expected dividend yield is based on the anticipated dividends over the vesting period.  The weighted-average discount for the dividend yield used to determine the fair value of restricted stock units granted in fiscal 2024, 2023 and 2022 was 2.2%, 2.3% and 3.8%, respectively.66•Restricted Stock and Performance-based Restricted Stock Units.  Restricted stock awards are for shares that vest based on the passage of time and include restrictions related to employment.  Performance-based restricted stock units vest based on the passage of time and achievement of performance criteria and generally range from 0% to 150% of the original award amount.  Vesting periods for restricted stock are generally between one month and three years.  Vesting periods for performance-based restricted stock units are generally between one and three years.  Restricted stock and performance-based restricted stock units may be settled or deferred in stock and are accounted for as equity in the Company's Consolidated Balance Sheets.  The fair value of restricted stock awards is determined on the date of grant and is expensed ratably over the vesting period.  The fair value of performance-based restricted stock units is determined on the date of grant using the Company's stock price discounted for the expected dividend yield through the vesting period and is recognized over the vesting period.  The weighted-average discount for the dividend yield used to determine the fair value of performance-based restricted stock units in fiscal 2024, 2023 and 2022 was 3.3%, 3.3% and 4.2%, respectively.In addition to the Plan, Flipkart and PhonePe have share-based compensation plans for associates under which options to acquire their own common shares may be issued.  These plans may be subject to performance or other conditions, including vesting upon an initial public offering. Share-based compensation expense associated with certain of these plans is included in the Other line in the table above. The following table shows the activity for restricted stock units and restricted stock and performance-based restricted stock units during fiscal 2024:Restricted Stock UnitsRestricted Stock and Performance-based Restricted Stock Units(Shares in thousands)SharesWeighted-Average Grant-Date Fair Value Per ShareSharesWeighted-Average Grant-Date Fair Value Per ShareOutstanding as of February 1, 202348,660 $42.67 21,480 $46.29 Granted35,751 48.37 12,999 49.07 Adjustment for performance achievement(1)— — 1,713 47.27 Vested/exercised(31,794)42.29 (10,383)45.85 Forfeited (3,426)46.47 (2,706)46.51 Outstanding as of January 31, 202449,191 $46.79 23,103 $48.09 (1)  Represents the adjustment to previously granted performance share units for performance achievement. The following table includes additional information related to restricted stock units and restricted stock and performance-based restricted stock units:  Fiscal Years Ended January 31,(Amounts in millions, except years)202420232022Fair value of restricted stock units vested$1,345 $931 $703 Fair value of restricted stock and performance-based restricted stock units vested477 390 264 Unrecognized compensation cost for restricted stock units1,686 1,323 1,102 Unrecognized compensation cost for restricted stock and performance-based restricted stock units656 548 417 Weighted average remaining period to expense for restricted stock units (years)0.91.01.2Weighted average remaining period to expense for restricted stock and performance-based restricted stock units (years)1.31.41.5Share Repurchase ProgramFrom time to time, the Company repurchases shares of its common stock under share repurchase programs authorized by the Company's Board of Directors. All repurchases made during fiscal 2024 were made under the current $20.0 billion share repurchase program approved in November 2022, which has no expiration date or other restrictions limiting the period over which the Company can make repurchases. As of January 31, 2024 authorization for $16.5 billion of share repurchases remained under the share repurchase program.  Any repurchased shares are constructively retired and returned to an unissued status.The Company regularly reviews share repurchase activity and considers several factors in determining when to execute share repurchases, including, among other things, current cash needs, capacity for leverage, cost of borrowings, results of operations 67and the market price of the Company's common stock.  The following table provides, on a settlement date basis, the number of shares repurchased, average price paid per share and total amount paid for share repurchases for fiscal 2024, 2023 and 2022:Fiscal Years Ended January 31,(Amounts in millions, except per share data)202420232022Total number of shares repurchased 54.6 221.8 209.1 Average price paid per share $50.87 $44.72 $46.82 Total cash paid for share repurchases$2,779 $9,920 $9,787 Note 4.  Accumulated Other Comprehensive LossThe following table provides the changes in the composition of total accumulated other comprehensive loss for fiscal 2024, 2023 and 2022: (Amounts in millions and net of immaterial income taxes)CurrencyTranslationand OtherNet Investment HedgesCash Flow HedgesMinimumPension LiabilityTotalBalances as of February 1, 2021$(10,772)$1,296 $(304)$(1,986)$(11,766)Other comprehensive loss before reclassifications, net(586)(7)(540)— (1,133)Reclassifications related to business dispositions, net(1)3,258 (1,195)30 1,966 4,059 Reclassifications to income, net— — 66 8 74 Balances as of January 31, 2022(8,100)94 (748)(12)(8,766)Other comprehensive income (loss) before reclassifications, net(1,145)— (571)5 (1,711)Return of currency translation to parent(2)(1,262)— — — (1,262)Reclassifications to income, net(309)— 368 — 59 Balances as of January 31, 2023(10,816)94 (951)(7)(11,680)Other comprehensive income (loss) before reclassifications, net333 — (8)(11)314 Reclassifications to income, net— — 64 — 64 Balances as of January 31, 2024$(10,483)$94 $(895)$(18)$(11,302)(1) Upon closing of the sale of the Company's operations in the U.K. and Japan during the first quarter of fiscal 2022, these amounts were released from accumulated other comprehensive loss, the majority of which was considered in the impairment evaluation when the individual disposal groups met the held for sale classification in fiscal 2021.(2) Upon closing of the noncontrolling interest shareholder buyout of the Company's Massmart subsidiary during the fourth quarter of fiscal 2023, the cumulative amount of currency translation was reallocated from the Company's noncontrolling interest back to the Company. Refer to Note 3.Amounts reclassified from accumulated other comprehensive loss for derivative instruments are generally recorded in interest, net, in the Company's Consolidated Statements of Income.  The amounts for the minimum pension liability, as well as the cumulative translation resulting from the disposition of a business, are recorded in other gains and losses in the Company's Consolidated Statements of Income.  Amounts related to the Company's derivatives expected to be reclassified from accumulated other comprehensive loss to net income during the next 12 months are not significant.Note 5.  Accrued LiabilitiesThe Company's accrued liabilities consist of the following as of January 31, 2024 and 2023: January 31,(Amounts in millions)20242023Accrued wages and benefits(1)8,590 8,287 Self-insurance(2)4,916 4,724 Accrued non-income taxes(3)3,459 3,425 Opioid litigation settlement(4)— 2,949 Deferred gift card revenue2,664 2,488 Other(5)9,130 9,253 Total accrued liabilities$28,759 $31,126 (1)Accrued wages and benefits include accrued wages, salaries, vacation, bonuses and other incentive plans.(2)Self-insurance consists of insurance-related liabilities, such as workers' compensation, general liability, auto liability, product liability and certain employee-related healthcare benefits.(3)Accrued non-income taxes include accrued payroll, property, value-added, sales and miscellaneous other taxes.(4)Represents the remaining balance for the opioids litigation settlement (substantially all of the balance outstanding at the end of  fiscal 2023 was paid in fiscal 2024, see Note 10.)(5)Other accrued liabilities includes items such as deferred membership revenue, interest, the purchase of PhonePe stock (see Note 3), supply chain, advertising, and maintenance & utilities.68Note 6.  Short-term Borrowings and Long-term DebtShort-term borrowings consist of commercial paper and lines of credit.  Short-term borrowings as of January 31, 2024 and 2023 were $0.9 billion and $0.4 billion, respectively, with weighted-average interest rates of 7.7% and 6.6%, respectively. The Company has various committed lines of credit in the U.S. to support its commercial paper program and are summarized in the following table:January 31, 2024January 31, 2023(Amounts in millions)AvailableDrawnUndrawnAvailableDrawnUndrawnFive-year credit facility(1)$5,000 $— $5,000 $5,000 $— $5,000 364-day revolving credit facility(1)10,000 — 10,000 10,000 — 10,000 Total$15,000 $— $15,000 $15,000 $— $15,000 (1)      In April 2023, the Company renewed and extended its existing 364-day revolving credit facility as well as its five year credit facility. The committed lines of credit in the table above mature in April 2024 and April 2028, carry interest rates of the Secured Overnight Financing Rate plus 55 basis points, and incur commitment fees ranging between 1.5 and 4.0 basis points.  In conjunction with the committed lines of credit listed in the table above, the Company has agreed to observe certain covenants, the most restrictive of which relates to the maximum amount of secured debt.  Additionally, the Company has syndicated and fronted letters of credit available which totaled $2.1 billion as of January 31, 2024 and 2023, of which $1.7 billion and $1.8 billion was drawn as of January 31, 2024 and 2023, respectively. The Company's long-term debt, which includes the fair value instruments further discussed in Note 8, consists of the following as of January 31, 2024 and 2023: January 31, 2024January 31, 2023(Amounts in millions)Maturity DatesBy Fiscal YearAmountAverage Rate(1)AmountAverage Rate(1)Unsecured debtFixed2025 - 2054$34,527 3.7%$33,707 3.6%Total U.S. dollar denominated34,527 33,707 Fixed2027 - 20301,789 4.0%1,790 4.0%Total Euro denominated1,789 1,790 Fixed2031 - 20393,412 5.4%3,318 5.4%Total Sterling denominated3,412 3,318 Fixed2025 - 2028677 0.4%767 0.4%Total Yen denominated677 767 Total unsecured debt40,405 39,582 Total other(2)(826)(742)Total debt39,579 38,840 Less amounts due within one year(3,447)(4,191)Long-term debt$36,132 $34,649 (1)The average rate represents the weighted-average stated rate for each corresponding debt category, based on year-end balances and year-end interest rates. (2)Includes deferred loan costs, discounts, fair value hedges, foreign-held debt and secured debt. Annual maturities of long-term debt during the next five years and thereafter are as follows:(Amounts in millions)AnnualFiscal YearMaturities2025$3,447 20262,600 20273,483 20281,760 20293,458 Thereafter24,831 Total$39,579 69Debt IssuancesInformation on significant long-term debt issued during fiscal 2024 and 2023, for general corporate purposes, is as follows:(Amounts in millions)Issue DatePrincipal AmountMaturity DateFixed vs. FloatingInterest RateNet ProceedsApril 18, 2023$750April 15, 2026Fixed4.000%$748 April 18, 2023$750April 15, 2028Fixed3.900%746 April 18, 2023$500April 15, 2030Fixed4.000%497 April 18, 2023$1,500April 15, 2033Fixed4.100%1,491 April 18, 2023$1,500April 15, 2053Fixed4.500%1,485 Total$4,967 (Amounts in millions)Issue DatePrincipal AmountMaturity DateFixed vs. FloatingInterest RateNet ProceedsSeptember 9, 2022$1,750September 9, 2025Fixed3.900%$1,744 September 9, 2022$1,000September 9, 2027Fixed3.950%994 September 9, 2022$1,250September 9, 2032Fixed4.150%1,239 September 9, 2022$1,000September 9, 2052Fixed4.500%992 Total$4,969 These issuances are senior, unsecured notes which rank equally with all other senior, unsecured debt obligations of the Company, and are not convertible or exchangeable. These issuances do not contain any financial covenants which restrict the Company's ability to pay dividends or repurchase Company stock.  Additionally, the Company received immaterial proceeds from debt issuances by certain international markets during fiscal 2023.Maturities and ExtinguishmentsThe following tables provide details of significant long-term debt repayments during fiscal 2024 and 2023: (Amounts in millions)Maturity DatePrincipal AmountFixed vs. FloatingInterest RateRepaymentApril 11, 2023$1,750Fixed2.550%$1,750 June 26, 2023$2,280Fixed3.400%2,280Total repayment of matured debt$4,030 (Amounts in millions)Maturity DatePrincipal AmountFixed vs. FloatingInterest RateRepaymentApril 8, 2022€850Fixed1.900%$927 July 15, 2022¥70,000Fixed0.183%512December 15, 2022$1,250Fixed2.350%1,250Total repayment of matured debt$2,689 Note 7.  LeasesThe Company leases certain retail locations, distribution and fulfillment centers, warehouses, office spaces, land and equipment throughout the U.S. and internationally. The Company's lease costs recognized in the Consolidated Statements of Income consist of the following:Fiscal years ended January 31,(Amounts in millions)202420232022Operating lease cost$2,277 $2,306$2,274Finance lease cost:   Amortization of right-of-use assets755 596565   Interest on lease obligations326 256232Variable lease cost1,082 89982370Other lease information is as follows:Fiscal years ended January 31,(Amounts in millions)202420232022Cash paid for amounts included in measurement of lease obligations:Operating cash flows from operating leases$2,273 2,280 2,234 Operating cash flows from finance leases315 248 225 Financing cash flows from finance leases1,055 563 538 Assets obtained in exchange for operating lease obligations1,514 1,714 1,816 Assets obtained in exchange for finance lease obligations1,572 1,226 1,044 As of January 31,20242023Weighted-average remaining lease term - operating leases11.7 years12.0 yearsWeighted-average remaining lease term - finance leases12.4 years13.3 yearsWeighted-average discount rate - operating leases6.4%6.0%Weighted-average discount rate - finance leases6.8%6.5%The aggregate annual lease obligations at January 31, 2024, are as follows:(Amounts in millions)Fiscal YearOperating LeasesFinance Leases2025$2,181 $1,071 20262,107 1,000 20271,970 926 20281,815 823 20291,645 636 Thereafter11,295 5,850 Total undiscounted lease obligations21,013 10,306 Less imputed interest(6,583)(3,872)Net lease obligations$14,430 $6,434 Note 8.  Fair Value MeasurementsAssets and liabilities recorded at fair value are measured using the fair value hierarchy, which prioritizes the inputs used in measuring fair value. The levels of the fair value hierarchy are:•Level 1: observable inputs such as quoted prices in active markets;•Level 2: inputs other than quoted prices in active markets that are either directly or indirectly observable; and•Level 3: unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions.As described in Note 1, the Company measures the fair value of certain equity investments, including certain immaterial equity method investments where the Company has elected the fair value option, on a recurring basis within other long-term assets in the accompanying Consolidated Balance Sheets. The amounts of gains and losses included in earnings from fair value changes for these investments are recognized within other gains and losses in the Consolidated Statements of Income. The fair value of these investments is as follows:(Amounts in millions)Fair Value as of January 31, 2024Fair Value as of January 31, 2023Equity investments measured using Level 1 inputs$2,835 $5,099 Equity investments measured using Level 2 inputs4,414 5,570 Total$7,249 $10,669 Changes in the fair value of these investments were primarily due to gains and losses resulting from net changes in the underlying stock prices, along with certain other immaterial investment activity. The fair value of these investments decreased $3.4 billion and $1.2 billion during fiscal 2024 and 2023, respectively. Equity investments without readily determinable fair 71values are carried at cost and adjusted for any observable price changes or impairments within other gains and losses in the Consolidated Statements of Income.DerivativesThe Company also has derivatives recorded at fair value.  Derivative fair values are the estimated amounts the Company would receive or pay upon termination of the related derivative agreements as of the reporting dates.  The fair values have been measured using the income approach and Level 2 inputs, which include the relevant interest rate and foreign currency forward curves.  As of January 31, 2024 and January 31, 2023, the notional amounts and fair values of these derivatives were as follows: January 31, 2024January 31, 2023(Amounts in millions)Notional AmountFair ValueNotional AmountFair ValueReceive fixed-rate, pay variable-rate interest rate swaps designated as fair value hedges$6,271 $(654)(1)$8,021 $(689)(1)Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges5,879 (1,302)(1)5,900 (1,423)(1)Total$12,150 $(1,956)$13,921 $(2,112)(1)Primarily classified in deferred income taxes and other in the Company's Consolidated Balance Sheets.Nonrecurring Fair Value MeasurementsIn addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company's assets and liabilities are also subject to nonrecurring fair value measurements.  Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges.  Upon completing the sales of the Company's operations in the U.K. in February 2021 and Japan in March 2021, the Company recorded incremental non-recurring impairment charges of $0.4 billion in the first quarter of fiscal 2022 within other gains and losses in the Consolidated Statements of Income.  Refer to Note 12. The Company did not have any material assets or liabilities resulting in nonrecurring fair value measurements as of January 31, 2024 and January 31, 2023. Other Fair Value DisclosuresThe Company records cash and cash equivalents, restricted cash and short-term borrowings at cost.  The carrying values of these instruments approximate their fair value due to their short-term maturities.The Company's long-term debt is also recorded at cost.  The fair value is estimated using Level 2 inputs based on the Company's current incremental borrowing rate for similar types of borrowing arrangements.  The carrying value and fair value of the Company's long-term debt as of January 31, 2024 and 2023, are as follows: January 31, 2024January 31, 2023(Amounts in millions)Carrying ValueFair ValueCarrying ValueFair ValueLong-term debt, including amounts due within one year$39,579 $38,431 $38,840 $38,169 Note 9.  TaxesThe components of income before income taxes are as follows:  Fiscal Years Ended January 31,(Amounts in millions)202420232022U.S.$20,092 $15,089 $15,536 Non-U.S.1,756 1,927 3,160 Total income before income taxes$21,848 $17,016 $18,696 72A summary of the provision for income taxes is as follows: Fiscal Years Ended January 31,(Amounts in millions)202420232022Current:U.S. federal$3,215 $2,030 $3,313 U.S. state and local762 610 649 International1,772 2,654 1,553 Total current tax provision5,749 5,294 5,515 Deferred:U.S. federal(438)608 (671)U.S. state and local141 119 41 International126 (297)(129)Total deferred tax expense (benefit)(171)430 (759)Total provision for income taxes$5,578 $5,724 $4,756 Effective Income Tax Rate ReconciliationA reconciliation of the significant differences between the U.S. statutory tax rate and the effective income tax rate on pre-tax income from continuing operations is as follows: Fiscal Years Ended January 31, 202420232022U.S. statutory tax rate21.0 %21.0 %21.0 %U.S. state income taxes, net of federal income tax benefit3.0 %3.1 %2.8 %Income taxed outside the U.S.0.1 %1.1 %(1.5)%Separation, disposal and wind-down of certain business operations— %6.3 %0.5 %Valuation allowance1.2 %1.7 %4.4 %Net impact of repatriated international earnings(0.4)%(0.4)%(0.3)%Federal tax credits(1.5)%(1.3)%(1.1)%Change in unrecognized tax benefits0.6 %0.3 %0.2 %Other, net1.5 %1.8 %(0.6)%Effective income tax rate25.5 %33.6 %25.4 %The following sections regarding deferred taxes, unremitted earnings, net operating losses, tax credit carryforwards, valuation allowances and uncertain tax positions exclude amounts related to operations classified as held for sale. Deferred Taxes The significant components of the Company's deferred tax account balances are as follows: January 31,(Amounts in millions)20242023Deferred tax assets:Loss and tax credit carryforwards$7,136 $7,690 Accrued liabilities3,066 3,312 Share-based compensation238 237 Lease obligations4,831 4,653 Other1,124 839 Total deferred tax assets16,395 16,731 Valuation allowances(7,485)(7,815)Deferred tax assets, net of valuation allowances8,910 8,916 Deferred tax liabilities:Property and equipment4,813 4,352 Acquired intangibles898 932 Inventory3,035 3,032 Lease right of use assets4,941 4,727 Mark-to-market investments322 1,390 Other486 249 Total deferred tax liabilities14,495 14,682 Net deferred tax liabilities$5,585 $5,766 73The deferred taxes noted above are classified as follows in the Company's Consolidated Balance Sheets:  January 31,(Amounts in millions)20242023Balance Sheet classificationAssets:Other long-term assets$1,663 $1,503 Liabilities:Deferred income taxes and other7,248 7,269 Net deferred tax liabilities$5,585 $5,766 Unremitted EarningsPrior to the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), the Company asserted that all unremitted earnings of its foreign subsidiaries were considered indefinitely reinvested. As a result of the Tax Act, the Company reported and paid U.S. tax on the majority of its previously unremitted foreign earnings, and repatriations of foreign earnings will generally be free of U.S. federal tax, but may incur other taxes such as withholding or state taxes.  As of January 31, 2024, the Company has not recorded approximately $1 billion of deferred tax liabilities associated with remaining unremitted foreign earnings considered indefinitely reinvested, for which U.S. and foreign income and withholding taxes would be due upon repatriation.Net Operating Losses, Tax Credit Carryforwards and Valuation AllowancesAs of January 31, 2024, the Company's net operating loss and capital loss carryforwards totaled approximately $30.3 billion.  Of these carryforwards, approximately $16.5 billion will expire, if not utilized, in various years through 2044.  The remaining carryforwards have no expiration. The realizability of these future tax deductions and credits is evaluated by assessing the adequacy of future expected taxable income from all sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies.  To the extent the Company does not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is generally established.  To the extent that a valuation allowance was established and it is subsequently determined that it is more likely than not that the deferred tax assets will be recovered, the change in the valuation allowance is recognized in the Consolidated Statements of Income.The Company had valuation allowances of approximately $7.5 billion and $7.8 billion as of January 31, 2024 and 2023, respectively, on deferred tax assets associated primarily with the net operating loss carryforwards. Activity in the valuation allowance during fiscal 2024 related to valuation allowance builds in multiple markets, as well as releases due to the expiration of unrealized deferred tax assets.Uncertain Tax PositionsThe benefits of uncertain tax positions are recorded in the Company's Consolidated Financial Statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities.As of January 31, 2024 and 2023, the amount of gross unrecognized tax benefits related to continuing operations was $3.5 billion and $3.3 billion, respectively.  The amount of unrecognized tax benefits that would affect the Company's effective income tax rate was $1.7 billion and $1.5 billion as of January 31, 2024 and 2023, respectively.A reconciliation of gross unrecognized tax benefits from continuing operations is as follows: Fiscal Years Ended January 31,(Amounts in millions)202420232022Gross unrecognized tax benefits, beginning of year$3,307 $3,245 $3,135 Increases related to prior year tax positions336 79 170 Decreases related to prior year tax positions(74)(248)(97)Increases related to current year tax positions102 357 75 Settlements during the period(102)(89)(5)Lapse in statutes of limitations(29)(37)(33)Gross unrecognized tax benefits, end of year$3,540 $3,307 $3,245 The Company classifies interest and penalties related to uncertain tax benefits as interest expense and as operating, selling, general and administrative expenses, respectively. Interest expense and penalties related to these positions were immaterial for fiscal 2024, 2023 and 2022.  During the next twelve months, it is reasonably possible that tax audit resolutions could reduce unrecognized tax benefits by an immaterial amount, either because the tax positions are sustained on audit or because the Company agrees to their disallowance.  The Company does not expect any change to have a material impact to its Consolidated Financial Statements.74The Company remains subject to income tax examinations for its U.S. federal income taxes generally for fiscal 2018 through 2023.  The Company also remains subject to income tax examinations for international income taxes for fiscal 2013 through 2023, and for U.S. state and local income taxes generally for the fiscal years ended 2017 through 2023. With few exceptions, the Company is no longer subject to U.S. federal, state, local or foreign examinations by tax authorities for years before fiscal 2013.Other TaxesThe Company is subject to tax examinations for value added, sales-based, payroll and other non-income taxes.  A number of these examinations are ongoing in various jurisdictions.  In certain cases, the Company has received assessments and judgments from the respective taxing authorities in connection with these examinations.  Unless otherwise indicated, the possible losses or range of possible losses associated with these matters are individually immaterial, but a group of related matters, if decided adversely to the Company, could result in a liability material to the Company's Consolidated Financial Statements.Note 10.  ContingenciesLegal ProceedingsThe Company is involved in a number of legal proceedings and certain regulatory matters.  The Company records a liability for those legal proceedings and regulatory matters when it determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated.  The Company also discloses when it is reasonably possible that a material loss may be incurred.  From time to time, the Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company and its shareholders.Unless stated otherwise, the matters discussed below, if decided adversely to or settled by the Company, individually or in the aggregate, may result in a liability material to the Company's financial position, results of operations or cash flows.Settlement Framework Regarding Multidistrict and State or Local Opioid-Related Litigation During fiscal 2023, the Company accrued a liability for approximately $3.3 billion for the Settlement Framework (described below) and other previously agreed upon state and tribal settlements.  The Settlement Framework includes no admission of wrongdoing or liability by the Company, and the Company continues to believe it has substantial factual and legal defenses to opioids-related litigation.  As of January 31, 2024, substantially all of the original approximately $3.3 billion accrued liability for the Settlement Framework and other settlements have been paid.In December 2017, the United States Judicial Panel on Multidistrict Litigation consolidated numerous lawsuits filed against a wide array of defendants by various plaintiffs, including counties, cities, healthcare providers, Native American tribes, individuals and third-party payers, asserting claims generally concerning the impacts of widespread opioid abuse. The consolidated multidistrict litigation is entitled In re National Prescription Opiate Litigation (MDL No. 2804) (the "MDL") and is pending in the U.S. District Court for the Northern District of Ohio.  The Company is named as a defendant in some of the cases included in the MDL.On November 15, 2022, the Company announced it had agreed to financial amounts and payment terms to resolve substantially all opioids-related lawsuits filed against the Company by states, political subdivisions, and Native American tribes whether as part of the MDL (excluding, however, a single, two-county trial described further below) or in state court, as well as all potential claims that could be made against the Company by states, political subdivisions, and Native American tribes for up to approximately $3.1 billion (the "Settlement Amount").  The Settlement Amount includes amounts for remediation of alleged harms as well as attorneys' fees and costs and also includes some, but not all, amounts from previously agreed recent settlements by the Company.  One settlement framework with corresponding conditions and participation thresholds applies for the states and political subdivisions, and another settlement framework with corresponding conditions and participation thresholds applies for the Native American tribes.  Both settlement frameworks are referred to collectively as the "Settlement Framework."The Settlement Framework, among other applicable conditions, provides that payments to states and political subdivisions are contingent upon the number of states and political subdivisions, including those states and political subdivisions who have not yet sued the Company, that agree to participate in the Settlement Framework or otherwise have their claims foreclosed within a prescribed deadline.  On December 20, 2022, the Company announced that it had settlement agreements with all 50 states, including four states that previously settled with the Company, as well as the District of Columbia, Puerto Rico and three other U.S. territories (the "Settling States"), thus satisfying the initial threshold of required participation by Settling States.  On August 22, 2023, the settlement administrator determined that a sufficient number of political subdivisions had agreed to participate in the Settlement Framework, which was a necessary condition for the Settlement Framework to become effective.  The Settlement Framework became effective 15 days later, on September 6, 2023.  The Company deposited the full portion of the Settlement Amount attributable to the Settling States on October 11, 2023.  Although the settlement administrator has determined that sufficient number of political subdivisions have agreed to participate in the Settlement Framework, and thus the 75Settlement Framework was effective, eligible political subdivisions still have until July 15, 2025, to join the Settlement Framework. Other Opioid-Related Litigation The Company will continue to vigorously defend against any opioid-related litigation not covered or otherwise resolved by the Settlement Framework, including, but not limited to, each of the matters described below; any other actions filed by healthcare providers, individuals, and third-party payers; and any action filed by a political subdivision or Native American tribe that is not resolved by the Settlement Framework.  Accordingly, the Company has not accrued a liability for these opioid-related litigation matters nor can the Company reasonably estimate any loss or range of loss that may arise from these matters.  The Company can provide no assurance as to the scope and outcome of any of these matters and no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.Two-County Trial and MDL Bellwethers; Canada; and Other Litigation.  The liability phase of a single, two-county trial in one of the MDL cases resulted in a jury verdict on November 23, 2021, finding in favor of the plaintiffs as to the liability of all defendants, including the Company.  The abatement phase of the single, two-county trial resulted in a judgment on August 17, 2022, that ordered all three defendants, including the Company, to pay an aggregate amount of approximately $0.7 billion over fifteen years, on a joint and several liability basis, and granted the plaintiffs injunctive relief. On September 7, 2022, the Company filed an appeal with the Sixth Circuit Court of Appeals.  The monetary aspect of the judgment is stayed pending appeal, and the injunctive aspect of the judgment went into effect on February 20, 2023.  On September 11, 2023, the Sixth Circuit Court of Appeals issued an order of certifying certain questions in the appeal for review by the Supreme Court of Ohio. On November 29, 2023, the Supreme Court of Ohio accepted the request for certification, and the matter remains pending with the court.The MDL designated five additional single-county cases as bellwethers to proceed through discovery; however, these five counties have elected to participate in the Settlement Framework and receive a portion of the Settlement Amount rather than go to trial.  On October 25, 2023, the MDL designated four cases brought by third-party payers as bellwether cases to proceed through discovery.  Additional bellwethers of cases brought by hospitals and other healthcare providers may be designated in the future.Wal-Mart Canada Corp. and certain other subsidiaries of the Company have been named as defendants in two putative class action complaints filed in Canada related to dispensing and distribution practices involving opioids.  These matters remain pending. Similar cases that name the Company also have been filed in state and federal courts by state, local, and tribal governments, healthcare providers, and other plaintiffs.  Plaintiffs in these cases and in the MDL are seeking compensatory and punitive damages, as well as injunctive relief including abatement.  The Company has also been responding to subpoenas, information requests, and investigations from governmental entities related to nationwide controlled substance dispensing and distribution practices involving opioids.DOJ Opioid Civil Litigation.  On December 22, 2020, the U.S. Department of Justice (the "DOJ") filed a civil complaint in the U.S. District Court for the District of Delaware alleging that the Company unlawfully dispensed controlled substances from its pharmacies and unlawfully distributed controlled substances to those pharmacies.  The complaint alleges that this conduct resulted in violations of the Controlled Substances Act.  The DOJ is seeking civil penalties and injunctive relief.  The Company initially moved to dismiss the DOJ complaint on February 22, 2021.  After that motion was fully briefed, the DOJ filed an amended complaint on October 7, 2022. On November 7, 2022, the Company filed a partial motion to dismiss the amended complaint.  The Court held a hearing on the partial motion to dismiss on January 18, 2024, and ordered the DOJ to file an amended complaint. The DOJ filed that amended complaint on February 1, 2024, and Walmart filed a partial motion to dismiss that complaint on February 6, 2024. On March 11, 2024, the Court granted in-part Walmart's motion by dismissing the entirety of the DOJ's claims related to distribution and dismissing the DOJ's claims arising under one of the DOJ's two dispensing liability theories.  The DOJ's claims arising under its other dispensing liability theory remain pending.Opioid-Related Securities Class Actions and Derivative Litigation.  In addition, the Company is the subject of two securities class actions alleging violations of the federal securities laws regarding the Company's disclosures with respect to opioids, filed in the U.S. District Court for the District of Delaware on January 20, 2021 and March 5, 2021, purportedly on behalf of a class of investors who acquired Walmart stock from March 30, 2016 through December 22, 2020.  Those cases have been consolidated.  On October 8, 2021, the defendants filed a motion to dismiss the consolidated securities action.  After the parties had fully briefed the motion to dismiss, on September 9, 2022, the Court entered an order permitting the plaintiffs to file an amended complaint, which was filed on October 14, 2022, and which revised the applicable putative class of investors to those who acquired Walmart stock from March 31, 2017, through December 22, 2020.  On November 16, 2022, the defendants filed a motion to dismiss the amended complaint. That motion remains pending.Derivative actions were also filed by two of the Company's shareholders in the U.S. District Court for the District of Delaware on February 9, 2021 and April 16, 2021, alleging breach of fiduciary duties against certain of its current and former directors with respect to oversight of the Company's distribution and dispensing of opioids and also alleging violations of the federal 76securities laws and other breaches of duty by certain current and former directors and officers in connection with the Company's opioids disclosures.  Those cases have been stayed pending developments in other opioids litigation matters.  On September 27, 2021, three shareholders filed a derivative action in the Delaware Court of Chancery alleging that certain members of the Board of Directors and certain former officers breached their fiduciary duties in failing to adequately oversee the Company's prescription opioids business.  The defendants moved to dismiss and/or to stay proceedings on December 21, 2021, and the plaintiffs responded by filing an amended complaint on February 22, 2022.  On April 20, 2022, the defendants moved to dismiss and/or to stay proceedings with respect to the amended complaint.  In two orders issued on April 12 and 26, 2023, the Court of Chancery granted the defendants' motion to dismiss with respect to claims involving the Company's distribution practices and denied the remainder of the motion, including the Company's request to stay the litigation.  On May 5, 2023, the Company's Board of Directors (the "Board") appointed an independent Special Litigation Committee (the "SLC") to investigate the allegations regarding certain current and former officers and directors named in the various derivative proceedings regarding oversight with respect to opioids.  The Board has authorized the SLC to retain independent legal counsel and such other advisors as the SLC deems appropriate in carrying out its duties.  The derivative matter pending in the Delaware Court of Chancery is stayed until the SLC completes its investigation.Other Legal Proceedings Asda Equal Value Claims.  Asda, formerly a subsidiary of the Company, was and still is a defendant in certain equal value claims that began in 2008 and are proceeding before an Employment Tribunal in Manchester in the United Kingdom on behalf of current and former Asda store employees, as well as additional claims in the High Court of the United Kingdom (the "Asda Equal Value Claims").  Further claims may be asserted in the future.  Subsequent to the divestiture of Asda in February 2021, the Company continues to oversee the conduct of the defense of these claims.  While potential liability for these claims remains with Asda, the Company has agreed to provide indemnification with respect to certain of these claims up to a contractually determined amount.  The Company cannot predict the number of such claims that may be filed, and cannot reasonably estimate any loss or range of loss that may arise related to these proceedings. Accordingly, the Company can provide no assurance as to the scope and outcome of these matters.Money Transfer Agent Services Matters.  The Company has responded to grand jury subpoenas issued by the United States Attorney's Office for the Middle District of Pennsylvania on behalf of the DOJ seeking documents regarding the Company's consumer fraud prevention program and anti-money laundering compliance related to the Company's money transfer services, where Walmart is an agent.  The most recent subpoena was issued in August 2020.  Walmart's responses to DOJ's subpoenas have been complete since 2021.  The Company continues to cooperate with and provide information and documents voluntarily in response to supplemental requests from the DOJ.  The Company has also responded to civil investigative demands from the United States Federal Trade Commission (the "FTC") in connection with the FTC's investigation related to money transfers and the Company's anti-fraud program in its capacity as an agent.  On June 28, 2022, the FTC filed a complaint against the Company in the U.S. District Court for the Northern District of Illinois alleging that Walmart violated the Federal Trade Commission Act and the Telemarketing Sales Rule regarding its money transfer agent services and is requesting non-monetary relief and civil penalties.  On August 29, 2022, the Company filed a motion to dismiss the complaint.  On March 27, 2023, the Court issued an opinion dismissing the FTC's claim under the Telemarketing Sales Rule and denying Walmart's motion to dismiss the claim under Section 5 of the Federal Trade Commission Act.  On April 12, 2023, Walmart filed a motion to certify the Court's March 27, 2023, order for interlocutory appeal.  On June 30, 2023, the FTC filed an amended complaint against Walmart again asserting claims under the Federal Trade Commission Act and Telemarketing Sales Rule.  On July 20, 2023, the Court denied Walmart's motion to certify the Court's March 27, 2023, order for interlocutory appeal, finding that it would be more orderly to consider a request for interlocutory appeal after a ruling on Walmart's motion to dismiss the amended complaint.  Walmart's motion to dismiss the amended complaint was filed on August 11, 2023.  The motion remains pending. No other deadlines have yet been set, and discovery is stayed.  The Company intends to vigorously defend these matters.  However, the Company can provide no assurance as to the scope and outcome of these matters and cannot reasonably estimate any loss or range of loss that may arise.  Accordingly, the Company can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected. Mexico Antitrust Matter.  On October 6, 2023, the Comisión Federal de Competencia Económica of México ("COFECE") notified the main Mexican operating subsidiary of Wal-Mart de México, S.A.B. de C.V. ("Walmex"), a majority owned subsidiary of the Company, that COFECE's Investigatory Authority ("IA") had requested COFECE to initiate a quasi-judicial administrative process against Walmex's subsidiary for alleged relative monopolistic practices in connection with the supply and wholesale distribution of certain consumer goods, retail marketing practices of such consumer goods and related services.  The quasi-judicial administrative process is the first opportunity for Walmex's subsidiary to respond to and defend against the IA's allegations before COFECE.  While COFECE has the authority to impose monetary relief and/or non-structural conduct measures, such relief and conduct measures would be subject to appeal by Walmex's subsidiary.  On December 14, 2023, Walmex's subsidiary submitted its defense arguments and will continue to defend against the allegations vigorously, both at the quasi-judicial administrative process and, if required, before any courts.  Because this process is at an early stage, the Company can provide no assurance as to the scope and outcome of these matters, cannot reasonably estimate any loss or range of loss that 77may arise and can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.Note 11.  Retirement-Related BenefitsThe Company offers a 401(k) plan for associates in the U.S. under which eligible associates can begin contributing to the plan immediately upon hire.  The Company also offers a 401(k) type plan for associates in Puerto Rico under which associates can begin to contribute generally after one year of employment.  Under these plans, after one year of employment, the Company matches 100% of participant contributions up to 6% of annual eligible earnings.  The matching contributions immediately vest at 100% for each associate.  Participants can contribute up to 50% of their pre-tax earnings, but not more than the statutory limits.Associates in international countries who are not U.S. citizens are covered by various defined contribution post-employment benefit arrangements.  These plans are administered based upon the legislative and tax requirements in the countries in which they are established.The following table summarizes the contribution expense related to the Company's defined contribution plans for fiscal 2024, 2023 and 2022:Fiscal Years Ended January 31,(Amounts in millions)202420232022Defined contribution plans:U.S.$1,528 $1,491 $1,441 International85 74 39 Total contribution expense for defined contribution plans$1,613 $1,565 $1,480 Note 12.  Disposals, Acquisitions and Related ItemsThe following dispositions impact the Company's Walmart International segment. Other immaterial transactions have also occurred.  AsdaIn February 2021, the Company completed the divestiture of Asda, the Company's retail operations in the U.K., for net consideration of $9.6 billion.  Upon closing of the transaction, the Company recorded an incremental pre-tax loss of $0.2 billion in other gains and losses in its Consolidated Statements of Income in the first quarter of fiscal 2022, primarily related to changes in the net assets of the disposal group, currency exchange rate fluctuations and customary purchase price adjustments upon closing.  During the first quarter of fiscal 2022, the Company deconsolidated the financial statements of Asda and recognized its retained investment in Asda as a debt security within other long-term assets and also recognized certain legal and tax indemnity liabilities within deferred income taxes and other in the Consolidated Balance Sheet.SeiyuIn March 2021, the Company completed the divestiture of Seiyu, the Company's retail operations in Japan, for net consideration of $1.2 billion.  Upon closing of the transaction, the Company recorded an incremental pre-tax loss of $0.2 billion in other gains and losses in its Consolidated Statements of Income in the first quarter of fiscal 2022, primarily related to changes in the net assets of the disposal group, currency exchange rate fluctuations and customary purchase price adjustments upon closing.  During the first quarter of fiscal 2022, the Company deconsolidated the financial statements of Seiyu and recognized its retained 15 percent ownership interest in Seiyu as an equity investment within other long-term assets in the Consolidated Balance Sheet.Note 13.  Segments and Disaggregated RevenueSegmentsThe Company is engaged in the operation of retail and wholesale stores and clubs, as well as eCommerce websites and mobile applications, located throughout the U.S., Africa, Canada, Central America, Chile, China, India and Mexico.  The Company previously operated in the United Kingdom and Japan prior to the sale of those operations in the first quarter of fiscal 2022.  Refer to Note 12 for discussion of recent divestitures.  The Company's operations are conducted in three reportable segments: Walmart U.S., Walmart International and Sam's Club.  The Company defines its segments as those operations whose results the chief operating decision maker ("CODM") regularly reviews to analyze performance and allocate resources.  The Company sells similar individual products and services in each of its segments.  It is impracticable to segregate and identify revenues for each of these individual products and services.The Walmart U.S. segment includes the Company's mass merchant concept in the U.S., as well as eCommerce, which includes omni-channel initiatives and certain other business offerings such as advertising services through Walmart Connect.  The 78Walmart International segment consists of the Company's operations outside of the U.S., as well as eCommerce and omni-channel initiatives.  The Sam's Club segment includes the warehouse membership clubs in the U.S., as well as eCommerce and omni-channel initiatives.  Corporate and support consists of corporate overhead and other items not allocated to any of the Company's segments.The Company measures the results of its segments using, among other measures, each segment's net sales and operating income, which includes certain corporate overhead allocations.  From time to time, the Company revises the measurement of each segment's operating income, including any corporate overhead allocations, as determined by the information regularly reviewed by its CODM.  Information for the Company's segments, as well as for Corporate and support, including the reconciliation to income before income taxes, is provided in the following table:(Amounts in millions)Walmart U.S.Walmart InternationalSam's ClubCorporate and supportConsolidatedFiscal Year Ended January 31, 2024Net sales$441,817 $114,641 $86,179 $— $642,637 Operating income (loss)22,154 4,909 2,192 (2,243)27,012 Interest, net(2,137)Other gains and (losses)(3,027)Income before income taxes$21,848 Total assets$137,782 $86,136 $15,682 $12,799 $252,399 Depreciation and amortization7,671 2,159 642 1,381 11,853 Capital expenditures$13,877 $2,911 $1,041 $2,777 $20,606 Fiscal Year Ended January 31, 2023Net sales$420,553 $100,983 $84,345 $— $605,881 Operating income (loss)20,620 2,965 1,964 (5,121)20,428 Interest, net(1,874)Other gains and (losses)(1,538)Income before income taxes$17,016 Total assets$130,659 $86,766 $15,490 $10,282 $243,197 Depreciation and amortization$7,054 $1,964 $609 $1,318 10,945 Capital expenditures$11,425 $2,625 $727 $2,080 16,857 Fiscal Year Ended January 31, 2022Net sales$393,247 $100,959 $73,556 $— $567,762 Operating income (loss)21,587 3,758 2,259 (1,662)25,942 Interest, net(1,836)Loss on extinguishment of debt(2,410)Other gains and (losses)(3,000)Income before income taxes$18,696 Total assets$125,044 $91,403 $14,678 $13,735 $244,860 Depreciation and amortization$6,773 $1,963 $601 $1,321 10,658 Capital expenditures$8,475 $2,497 $622 $1,512 13,106 Total revenues, consisting of net sales and membership and other income, and long-lived assets, consisting primarily of  net property and equipment and lease right-of-use assets, aggregated by the Company's U.S. and non-U.S. operations for fiscal 2024, 2023 and 2022, are as follows:Fiscal Years Ended January 31,(Amounts in millions)202420232022RevenuesU.S. operations$532,076 $508,685 $470,295 Non-U.S. operations116,049 102,604 102,459 Total revenues$648,125 $611,289 $572,754 Long-lived assets U.S. operations$104,480 $95,567 $89,795 Non-U.S. operations25,858 23,667 22,829 Total long-lived assets$130,338 $119,234 $112,624 No individual country outside of the U.S. had total revenues or long-lived assets that were material to the consolidated totals.  Long-lived assets related to operations classified as held for sale are excluded from the table above.  Additionally, the Company did not generate material revenues from any single customer.79Disaggregated RevenuesIn the following tables, segment net sales are disaggregated by either merchandise category or market.  In addition, net sales related to eCommerce, which include omni-channel sales where a customer initiates an order digitally and the order is fulfilled through a store or club, are provided for each segment.(Amounts in millions)Fiscal Years Ended January 31,Walmart U.S. net sales by merchandise category202420232022Grocery$264,210 $247,299 $218,944 General merchandise113,985 118,597 125,876 Health and wellness54,898 46,591 42,839 Other categories8,724 8,066 5,588 Total$441,817 $420,553 $393,247 Of Walmart U.S.'s total net sales, approximately $65.4 billion, $53.4 billion and $47.8 billion related to eCommerce for fiscal 2024, 2023 and 2022, respectively. (Amounts in millions)Fiscal Years Ended January 31,Walmart International net sales by market202420232022Mexico and Central America$49,726 $40,496 $35,964 Canada22,639 22,300 21,773 China17,011 14,711 13,852 United Kingdom— — 3,811 Other25,265 23,476 25,559 Total$114,641 $100,983 $100,959 Of Walmart International's total net sales, approximately $24.8 billion, $20.3 billion and $18.5 billion related to eCommerce for fiscal 2024, 2023 and 2022, respectively. (Amounts in millions)Fiscal Years Ended January 31,Sam's Club net sales by merchandise category202420232022Grocery and consumables$56,449 $53,027 $46,822 Fuel, tobacco and other categories12,854 14,636 10,751 Home and apparel9,263 9,579 9,037 Health and wellness5,005 4,248 3,956 Technology, office and entertainment2,608 2,855 2,990 Total$86,179 $84,345 $73,556 Of Sam's Club's total net sales, approximately $9.9 billion, $8.4 billion and $6.9 billion related to eCommerce for fiscal 2024, 2023 and 2022, respectively. Note 14.  Subsequent EventDividends DeclaredThe Company approved, effective February 20, 2024, the fiscal 2025 annual dividend of $0.83 per share, an increase over the fiscal 2024 dividend of $0.76 per share.  For fiscal 2025, the annual dividend will be paid in four quarterly installments of $0.2075 per share, according to the following record and payable dates:Record Date  Payable DateMarch 15, 2024  April 1, 2024May 10, 2024  May 28, 2024August 16, 2024  September 3, 2024December 13, 2024  January 6, 202580ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURENone.ITEM 9A.CONTROLS AND PROCEDURESEvaluation of Disclosure Controls and ProceduresWe maintain disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion.  In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  Our management is necessarily required to use judgment in evaluating controls and procedures.  Also, we have investments in unconsolidated entities.  Since we do not control or manage those entities, our controls and procedures with respect to those entities are substantially more limited than those we maintain with respect to our consolidated subsidiaries.In the ordinary course of business, we review our internal control over financial reporting and make changes to our systems and processes to improve such controls and increase efficiency, while ensuring that we maintain an effective internal control environment.  Changes may include such activities as implementing new, more efficient systems, updating existing systems, automating manual processes, standardizing controls globally, migrating certain processes to our shared services organizations and increasing monitoring controls.  We are currently upgrading our financial system in stages, beginning in our U.S. and Canadian markets, including our general ledger which was upgraded for these markets during fiscal 2024.  Our financial system is a significant component of our internal control over financial reporting.  We will continue to implement other components of our new financial system in stages, and each implementation will impact our internal control over financial reporting.An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2024 was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms.Report on Internal Control Over Financial ReportingManagement has responsibility for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Management has assessed the effectiveness of the Company's internal control over financial reporting as of January 31, 2024.  In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission in Internal Control-Integrated Framework (2013).  Management concluded that based on its assessment, Walmart's internal control over financial reporting was effective as of January 31, 2024.  The Company's internal control over financial reporting as of January 31, 2024, has been audited by Ernst & Young LLP as stated in their report which appears herein.Changes in Internal Control Over Financial ReportingThere have been no changes in the Company's internal control over financial reporting as of January 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.ITEM 9B.OTHER INFORMATIONSecurity Trading Plans of Directors and Executive OfficersNone of the Company's directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended January 31, 2024, as such terms are defined under Item 408(a) or Regulation S-K.ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONSNot applicable.81PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEPlease see the information concerning our executive officers contained in "Item 1. Business" herein under the caption "Information About Our Executive Officers," which is included in accordance with the Instruction to Item 401 of the SEC's Regulation S-K.Information required by this Item 10 with respect to the Company's directors and certain family relationships is incorporated by reference to such information under the caption "Proposal No. 1 – Election of Directors" included in our Proxy Statement relating to our 2024 Annual Meeting of Shareholders (our "Proxy Statement").No material changes have been made to the procedures by which shareholders of the Company may recommend nominees to our Board of Directors since those procedures were disclosed in our proxy statement relating to our 2023 Annual Shareholders' Meeting as previously filed with the SEC.The information regarding our Audit Committee, including our audit committee financial experts, our Reporting Protocols for Senior Financial Officers and our Code of Conduct applicable to all of our associates, including our Chief Executive Officer, Chief Financial Officer and our Controller, who is our principal accounting officer, required by this Item 10 is incorporated herein by reference to the information under the captions "Corporate Governance" and "Proposal No. 4: Ratification of Independent Accountants" included in our Proxy Statement. "Item 1. Business" above contains information relating to the availability of a copy of our Reporting Protocols for Senior Financial Officers and our Code of Conduct and the posting of amendments to and any waivers of the Reporting Protocols for Senior Financial Officers and our Code of Conduct on our website.ITEM 11.EXECUTIVE COMPENSATIONThe information required by this Item 11 is incorporated herein by reference to the information under the captions "Corporate Governance – Director Compensation" and "Executive Compensation" included in our Proxy Statement. ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSThe information required by this Item 12 is incorporated herein by reference to the information that appears under the caption "Stock Ownership" included in our Proxy Statement.ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEThe information required by this Item 13 is incorporated herein by reference to the information under the caption "Corporate Governance – Board Processes and Practices" included in our Proxy Statement.ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICESThe information required by this Item 14 is incorporated herein by reference to the information under the caption "Proposal No. 4 – Ratification of Independent Accountants" included in our Proxy Statement.82PART IVITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES(a)     Documents filed as part of this report are as follows: 1.Financial Statements: See the Financial Statements in "Item 8. Financial Statements and Supplementary Data."2.Financial Statement Schedules:Certain schedules have been omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements, including the notes thereto.3.Exhibits:See exhibits listed under part (b) below.(b)    The required exhibits are filed as part of this Form 10-K or are incorporated by reference herein.(1) 3.1(a)Restated Certificate of Incorporation of the Company dated February 1, 2018 is incorporated herein by reference to Exhibit 3.1 to the Report on Form 8-K filed by the Company on February 1, 20183.1(b)Certificate of Amendment to the Restated Certificate of Incorporation of the Company, effective February 23, 2024 is incorporated herein by reference to Exhibit 3.1 to the Report on Form 8-K filed by the Company on February 23, 20243.2Amended and Restated Bylaws of the Company dated November 10, 2022 are incorporated herein by reference to Exhibit 3.1 to the Report on Form 8-K filed by the Company on November 16, 20224.1Indenture dated as of April 1, 1991, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, as successor trustee to The First National Bank of Chicago, Trustee, is incorporated herein by reference to Exhibit 4(a) to Registration Statement on Form S-3 (File Number 33-51344) (P)4.2First Supplemental Indenture dated as of September 9, 1992, to the Indenture dated as of April 1, 1991, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, as successor trustee to The First National Bank of Chicago, Trustee, is incorporated herein by reference to Exhibit 4(b) to Registration Statement on Form S-3 (File Number 33-51344) (P)4.3Indenture dated as of December 11, 2002, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, is incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-3 (File Number 333-101847)4.4Indenture dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association is incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-3 (File Number 333-126512)4.5First Supplemental Indenture, dated December 1, 2006, between the Company and The Bank of New York Trust Company, N.A., as successor-in-interest to J.P. Morgan Trust Company, National Association, as Trustee, under the Indenture, dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association, as Trustee, is incorporated herein by reference to Exhibit 4.6 to Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (File Number 333-130569)4.6Second Supplemental Indenture, dated December 19, 2014, between the Company and The Bank of New York Trust Company, N.A., as successor-in-interest to J.P. Morgan Trust Company, National Association, as Trustee, under the Indenture, dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association, as Trustee, is incorporated herein by reference to Exhibit 4.3 to Registration Statement on Form S-3 (File Number 333-201074)4.7Third Supplemental Indenture, dated June 26, 2018, between the Company and The Bank of New York Trust Company, N.A., as successor-in-interest to J.P. Morgan Trust Company, National Association, as Trustee, under the Indenture, dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association, as Trustee, is incorporated herein by reference to Exhibit 4(S) to Current Report on Form 8-K filed on June 26, 20184.8*Description of Registrant's Securities8310.1*Walmart Inc. Deferred Compensation Matching Plan, as amended and restated effective November 8, 2023 (C)10.2Walmart Inc. Management Incentive Plan, as amended effective February 1, 2018 is incorporated by reference to Exhibit 10(b) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2018, filed on March 30, 2018 (C)10.3*Walmart Inc. 2016 Associate Stock Purchase Plan, as amended effective February 1, 2024 (C)10.4Walmart Inc. Stock Incentive Plan of 2015, as amended effective February 1, 2018 is incorporated by reference to Exhibit 10(d) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2018, filed on March 30, 2018 (C)10.5Walmart Inc. Supplemental Executive Retirement Plan, as amended and restated effective February 1, 2023 is incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2023 filed on March 17, 2023 (C)10.6Walmart Inc. Director Compensation Deferral Plan, as amended effective February 1, 2018 is incorporated by reference to Exhibit 10(f) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2018, filed on March 30, 2018 (C)10.7Form of Post-Termination Agreement and Covenant Not to Compete with attached Schedule of Executive Officers who have executed a Post-Termination Agreement and Covenant Not to Compete is incorporated by reference to Exhibit 10(p) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2011, filed on March 30, 2011 (C)10.7(a)*Amended Schedule of Executive Officers who have executed a Post-Termination Agreement and Covenant Not to Compete in the form filed as Exhibit 10(p) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2011 (C)10.8Form of Walmart Inc. Stock Incentive Plan of 2015 Restricted Stock Notification of Award and Terms and Conditions of Award is incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2022, filed March 18, 2022 (C)10.9Form of Walmart Inc. Stock Incentive Plan of 2015 Global Share-Settled Performance-Based Restricted Stock Unit Notification and Terms and Conditions is incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2022, filed on March 18, 2022 (C)10.10Walmart Inc. Officer Deferred Compensation Plan, as amended and restated effective February 1, 2023 is incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2023 filed on March 17, 2023 (C)10.11Post Termination Agreement and Covenant Not to Compete between the Company and Suresh Kumar dated June 6, 2019 is incorporated herein by reference to Exhibit 10.16 to the Annual Report on Form 10-K for the fiscal year ended January 31, 2020 filed on March 20, 2020 (C)10.12Retirement Agreement between the Company and M. Brett Biggs dated November 29, 2021 is incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 29, 2021 (C)10.13Share Issuance and Acquisition Agreement by and Between Flipkart Private Limited and Walmart Inc. dated as of May 9, 2018 is incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended July 31, 2018 filed on September 6, 2018 (portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.)10.14Counterpart Form of Share Purchase Agreement by and Among Wal-Mart International Holdings, Inc., the shareholders of Flipkart Private Limited identified on Schedule I thereto, Fortis Advisors LLC and Walmart Inc. dated as of May 9, 2018 is incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended July 31, 2018 filed on September 6, 2018 (portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.)10.15Retirement Agreement between the Company and Judith McKenna dated August 16, 2023 is incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended July 31, 2023 filed on September 1, 2023 (C)21*List of the Company's Significant Subsidiaries23*Consent of Independent Registered Public Accounting Firm8431.1* Chief Executive Officer Section 302 Certification31.2* Chief Financial Officer Section 302 Certification32.1** Chief Executive Officer Section 906 Certification32.2** Chief Financial Officer Section 906 Certification97.1*Walmart Executive Compensation Recoupment Policy99.1*Certain Federal and State Court Opioids Litigation Case Citations and Currently Scheduled Trial Dates101.INS*Inline XBRL Instance Document101.SCH*Inline XBRL Taxonomy Extension Schema Document101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*Filed herewith as an Exhibit.**Furnished herewith as an Exhibit.(C)This Exhibit is a management contract or compensatory plan or arrangement(P)This Exhibit was originally filed in paper format.  Accordingly, a hyperlink has not been provided.(1)Certain instruments defining the rights of holders of long-term debt securities of the Registrant are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Company hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.(c)    Financial Statement Schedules: None.ITEM 16.FORM 10-K SUMMARYNone.85SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Walmart Inc.Date:  March 15, 2024 By /s/ C. Douglas McMillon  C. Douglas McMillon  President and Chief Executive OfficerPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:Date:  March 15, 2024 By /s/ C. Douglas McMillon  C. Douglas McMillon  President and Chief Executive Officer and Director  (Principal Executive Officer)Date:  March 15, 2024 By /s/ Gregory B. Penner  Gregory B. Penner  Chairman of the Board and DirectorDate:  March 15, 2024 By /s/ John David Rainey  John David Rainey  Executive Vice President and Chief Financial Officer(Principal Financial Officer)Date:  March 15, 2024 By /s/ David M. Chojnowski  David M. Chojnowski  Senior Vice President and Controller(Principal Accounting Officer)Signature Page to Walmart Inc.Form 10-K for the Fiscal Year Ended January 31, 2024 86Date:  March 15, 2024 By /s/ Cesar Conde  Cesar Conde  DirectorDate:  March 15, 2024By/s/ Timothy P. FlynnTimothy P. FlynnDirectorDate:  March 15, 2024By/s/ Sarah FriarSarah FriarDirectorDate:  March 15, 2024By/s/ Carla A. HarrisCarla A. HarrisDirectorDate:  March 15, 2024By/s/ Thomas W. HortonThomas W. HortonDirectorDate:  March 15, 2024By/s/ Marissa A. MayerMarissa A. MayerDirectorDate:  March 15, 2024By/s/ Randall L. StephensonRandall L. StephensonDirectorDate:  March 15, 2024 By /s/ S. Robson Walton  S. Robson Walton  DirectorDate:  March 15, 2024 By /s/ Steuart L. Walton  Steuart L. Walton  DirectorSignature Page to Walmart Inc.Form 10-K for the Fiscal Year Ended January 31, 2024 87
